For purposes of this Agreement, the following capitalized terms shall have the meanings ascribed to them below, and all such terms shall apply equally to both the singular and plural forms of the terms defined.

"Confidential Information" shall mean any and all non-public, proprietary, or confidential information of the Company, whether disclosed orally, in writing, electronically, visually, or by any other means, including, without limitation, trade secrets, know-how, inventions, business plans, financial data, customer and supplier lists, marketing strategies, personnel information, source code, technical data, product designs, and any other information that a reasonable person would recognize as being confidential or proprietary in nature, whether or not expressly marked or designated as such.

"Internship Period" shall mean the period commencing on the Start Date and ending on the End Date, each as defined in Section 2, unless earlier terminated in accordance with the provisions of this Agreement.

"Supervisor" shall mean the individual designated by the Company pursuant to Section 4 to oversee, mentor, and evaluate the Intern during the Internship Period, together with any successor or substitute designated by the Company from time to time.

"Work Product" shall mean any and all works of authorship, inventions, discoveries, improvements, developments, designs, concepts, know-how, data, software, documentation, deliverables, and other tangible or intangible materials, whether or not patentable or copyrightable, that are conceived, created, developed, authored, reduced to practice, or first fixed in a tangible medium by the Intern, alone or jointly with others, during the Internship Period and arising out of or relating to the Intern's engagement hereunder or the use of Company resources.

"Applicable Law" shall mean all federal, state, and local statutes, regulations, ordinances, rules, orders, and other legal requirements of the United States and the State of [GOVERNING STATE] applicable to the subject matter of this Agreement, including, without limitation, laws governing employment, wage and hour, immigration, intellectual property, and privacy.

In the interpretation of this Agreement, headings are inserted for convenience only and shall not affect construction; the words "including," "includes," and "include" shall be deemed to be followed by the phrase "without limitation"; references to Sections are references to sections of this Agreement; and any ambiguity shall not be construed against the drafting Party.

The Company hereby engages the Intern to serve as an intern, and the Intern hereby accepts such engagement, upon and subject to the terms and conditions set forth in this Agreement. The Intern acknowledges and agrees that the engagement hereunder is for educational and experiential purposes and does not constitute employment, except to the extent such characterization is required by Applicable Law in connection with wage and hour or similar obligations.

The Internship Period shall commence on [START DATE] (the "Start Date") and shall continue until [END DATE] (the "End Date"), unless earlier terminated in accordance with the provisions of Section 14 hereof. The anticipated duration of the Internship Period shall be approximately [NUMBER] months, which the Parties acknowledge is intended to fall within a range of three (3) to six (6) months.

The Parties may, by mutual written agreement executed by both Parties prior to the End Date, extend the Internship Period for an additional, mutually agreed term, which extension shall be governed by the terms of this Agreement unless the Parties expressly agree otherwise in writing.

The Intern acknowledges that nothing in this Agreement shall be construed as creating any obligation on the part of the Company to offer the Intern permanent, part-time, temporary, or any other form of employment following the conclusion of the Internship Period, nor shall the Intern be entitled to any expectation of continued engagement beyond the End Date.

The Intern represents that he or she is legally authorized to participate in the internship within the United States and, where applicable, holds all necessary visas, work authorizations, or academic credit arrangements required for lawful participation in the internship contemplated hereunder.

The Intern acknowledges that this engagement is personal in nature and that the Intern may not assign, delegate, subcontract, or otherwise transfer any of his or her rights, duties, or obligations hereunder to any third party.

The internship is intended to provide the Intern with meaningful, structured, and practical learning experience within the Company, in alignment with the Intern's academic background, professional interests, and career development goals. The specific learning objectives include, without limitation, [LEARNING OBJECTIVE 1], [LEARNING OBJECTIVE 2], and [LEARNING OBJECTIVE 3].

The scope of the internship program shall encompass exposure to and participation in projects, tasks, and activities within the [DEPARTMENT OR FUNCTIONAL AREA] of the Company, including, without limitation, [DESCRIPTION OF PROJECTS, TASKS, AND ACTIVITIES]. The Company shall endeavor to provide the Intern with assignments that are reasonably designed to further the learning objectives set forth herein.

The Company shall provide the Intern with such training, instructional materials, and orientation sessions as the Company, in its reasonable discretion, deems appropriate to enable the Intern to perform assigned tasks and to derive educational benefit from the internship.

The Intern acknowledges that the internship is primarily for the benefit of the Intern's own training and education, and that any work performed by the Intern that incidentally benefits the Company is complementary to, and shall not displace, the primary educational purpose of the engagement.

The Parties agree that the scope of the internship may be refined, expanded, or modified from time to time by mutual understanding between the Intern and the Supervisor, provided that such modifications remain consistent with the educational and developmental purposes of this Agreement.

Where the Intern is receiving academic credit for the internship, the Company shall reasonably cooperate with the Intern's educational institution in completing such forms, evaluations, or reports as may be reasonably required to document the Intern's participation and performance.

The Company shall designate [SUPERVISOR NAME], holding the position of [SUPERVISOR TITLE], to serve as the Supervisor and primary point of contact for the Intern during the Internship Period. The Company reserves the right, upon prior written notice to the Intern, to substitute or appoint an alternate Supervisor as circumstances may require.

The Supervisor shall be responsible for overseeing the Intern's day-to-day activities, assigning tasks and projects consistent with the learning objectives, providing guidance and feedback, and serving as a mentor to the Intern throughout the Internship Period.

The Supervisor shall make reasonable efforts to meet with the Intern on a regular basis, no less frequently than [FREQUENCY, e.g., bi-weekly], to review progress, discuss challenges, provide constructive feedback, and address any questions or concerns raised by the Intern regarding the internship experience.

The Company shall endeavor to foster a professional, respectful, and inclusive mentoring environment and shall provide the Intern with reasonable access to the Supervisor and, where appropriate, to other personnel whose expertise is relevant to the Intern's learning objectives.

The Intern shall promptly notify the Supervisor of any issues, concerns, or obstacles encountered in the course of the internship that materially affect the Intern's ability to perform assigned tasks or to realize the educational benefits of the engagement.

In the event of any dispute, complaint, or grievance relating to the conduct of the internship, the Intern may raise such matter in writing with the Supervisor and, if not satisfactorily resolved, with [HUMAN RESOURCES CONTACT OR DESIGNATED OFFICER], who shall address the matter in accordance with the Company's applicable policies and procedures.

The Intern shall perform the internship on-site at the Company's premises located at [PRIMARY WORK LOCATION], or at such other location within the United States as may be reasonably designated by the Company from time to time, provided that any material change in location shall be communicated to the Intern with reasonable advance notice.

The Intern shall be expected to be present and available during customary business hours, with a working schedule of approximately [NUMBER] hours per week, generally performed between the hours of [START TIME] and [END TIME], Monday through Friday, excluding public holidays recognized by the Company.

The specific daily schedule and any variations thereto shall be mutually agreed upon between the Intern and the Supervisor, taking into account the Intern's academic obligations, examination schedules, and other legitimate commitments, to the extent reasonably practicable without undue disruption to the Company's operations.

The Intern shall provide reasonable advance notice to the Supervisor of any anticipated absence, late arrival, or early departure, and shall make reasonable efforts to minimize disruption to assigned projects and tasks.

The Company shall provide the Intern with reasonable access to the physical facilities, equipment, supplies, and work space necessary to perform the duties contemplated by this Agreement, subject to the Company's policies regarding use of such facilities and resources.

The Intern acknowledges that, while on Company premises or performing duties on behalf of the Company, the Intern shall comply with all applicable workplace safety, health, security, and conduct policies of the Company, and shall promptly report any incidents, injuries, or hazards to the Supervisor or appropriate Company personnel.

The Intern shall perform all tasks, assignments, and duties allocated by the Supervisor diligently, competently, in good faith, and in accordance with the standards and expectations communicated by the Company, and shall devote such time, attention, and effort as is reasonably necessary to fulfill the responsibilities of the internship.

The Intern shall comply with all policies, procedures, rules, codes of conduct, and directives of the Company applicable to interns, employees, or workers generally, including, without limitation, policies pertaining to anti-harassment, equal opportunity, information security, data protection, and acceptable use of Company resources.

The Intern shall conduct himself or herself at all times in a professional, courteous, and respectful manner in dealings with Company personnel, clients, customers, suppliers, and other third parties, and shall refrain from any conduct that may reasonably be deemed to bring the Company into disrepute.

The Intern shall maintain accurate and complete records of time worked, tasks performed, and projects undertaken, in such form and manner as may be reasonably required by the Company, and shall submit such records for review and approval on the schedule prescribed by the Supervisor.

The Intern shall promptly disclose to the Supervisor any actual, potential, or perceived conflict of interest, and any outside engagement, employment, or activity that may interfere with the Intern's ability to perform the obligations contemplated by this Agreement.

The Intern shall exercise due care in the use of Company property, equipment, materials, and information, and shall not use any Company resource for personal purposes except to a de minimis extent consistent with Company policy.

The Intern shall comply with all Applicable Law in the performance of duties hereunder, and shall not engage in any unlawful conduct in the course of the internship.

The Company shall provide the Intern with a meaningful internship experience that is reasonably designed to further the learning objectives and scope set forth in Section 3, including the provision of appropriate projects, mentoring, and feedback.

The Company shall provide the Intern with such orientation, training, and access to information and personnel as is reasonably necessary to enable the Intern to perform assigned tasks and benefit from the internship experience.

The Company shall provide a work environment that is safe, lawful, and free from unlawful discrimination, harassment, and retaliation, in accordance with the Company's applicable policies and Applicable Law.

The Company shall timely pay the stipend set forth in Section 8 and reimburse approved expenses in accordance with the provisions of this Agreement and the Company's applicable policies.

The Company shall provide the Intern with reasonable access to such equipment, software, supplies, and workspace as may be required for the performance of the Intern's duties, subject to the Company's standard policies governing use thereof.

The Company shall designate a qualified Supervisor pursuant to Section 4 and shall endeavor to ensure that the Supervisor is reasonably available to the Intern throughout the Internship Period.

Upon the conclusion of the Internship Period, the Company shall, upon the reasonable request of the Intern, consider providing a letter of completion or reference reflecting the Intern's participation and performance, consistent with Company policy and applicable guidelines.

In consideration of the Intern's services and participation in the internship, the Company shall pay the Intern a stipend in the gross amount of [STIPEND AMOUNT] per [HOUR / WEEK / MONTH], subject to all applicable withholdings, deductions, and taxes required by Applicable Law.

The stipend shall be paid in accordance with the Company's standard payroll practices and schedule, generally on a [FREQUENCY, e.g., bi-weekly] basis, by direct deposit or such other method as the Company customarily employs for similar payments.

The Parties acknowledge and agree that the stipend set forth herein is intended to comply with all Applicable Law, including, without limitation, minimum wage and overtime requirements to the extent applicable to the Intern's engagement, and the Company shall make such adjustments as may be required to ensure compliance.

The Company shall reimburse the Intern for reasonable, documented, out-of-pocket expenses actually incurred by the Intern in the proper performance of duties hereunder, provided that such expenses have been approved in advance in writing by the Supervisor and are substantiated in accordance with the Company's expense reimbursement policy.

The Intern shall submit expense reimbursement requests, together with appropriate supporting documentation, within [NUMBER] days of incurrence of the applicable expense, and the Company shall process approved reimbursements within a reasonable time thereafter in the ordinary course.

Except as expressly provided herein, the Intern shall not be entitled to any additional compensation, bonus, benefits, paid time off, insurance coverage, retirement contributions, equity participation, or other remuneration of any kind by reason of the engagement contemplated by this Agreement.

The Intern shall be solely responsible for the payment of all income, self-employment, and other personal taxes payable in respect of the stipend and any other payments received hereunder, to the extent not withheld by the Company, and shall indemnify and hold the Company harmless from any failure by the Intern to satisfy such personal tax obligations.

The Intern acknowledges that, during the course of the internship, the Intern will have access to Confidential Information of the Company and, in certain circumstances, of its clients, suppliers, partners, and affiliates. The Intern agrees to hold all such Confidential Information in strict confidence.

The Intern shall not, during the Internship Period or at any time thereafter, directly or indirectly, use, disclose, publish, transmit, or make available any Confidential Information to any third party, or use any Confidential Information for any purpose other than the performance of the Intern's duties hereunder for the benefit of the Company.

The Intern shall take all reasonable precautions to safeguard the confidentiality of Confidential Information, including, without limitation, by securing physical and electronic materials, refraining from discussing Confidential Information in public or non-secure settings, and complying with the Company's information security policies and practices.

The obligations of confidentiality set forth herein shall not apply to information that: is or becomes publicly known through no act or omission of the Intern; was rightfully in the Intern's possession prior to disclosure by the Company, free of any confidentiality obligation; is independently developed by the Intern without reference to or use of Confidential Information; or is required to be disclosed by Applicable Law or valid legal process, provided that the Intern gives the Company prompt written notice of such requirement, where legally permissible, and cooperates with the Company in seeking protective relief.

Upon termination or expiration of this Agreement, or at any earlier time upon the request of the Company, the Intern shall promptly return or, at the Company's option, destroy all Confidential Information in the Intern's possession or control, in any form or medium, and shall certify such return or destruction in writing if so requested.

The Intern acknowledges that any unauthorized use or disclosure of Confidential Information may cause the Company irreparable harm for which monetary damages may be inadequate, and that the Company shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

The confidentiality obligations set forth in this Section 9 shall survive the termination or expiration of this Agreement for a period of [NUMBER] years, or indefinitely with respect to any Confidential Information constituting a trade secret under Applicable Law.

The Intern acknowledges and agrees that any and all Work Product shall be the sole and exclusive property of the Company, and the Intern hereby irrevocably assigns and transfers to the Company all right, title, and interest, including all intellectual property rights, in and to the Work Product, effective immediately upon creation.

To the extent that any Work Product qualifies as a "work made for hire" under Applicable Law, such Work Product shall be deemed a work made for hire owned by the Company. To the extent any Work Product does not so qualify, the Intern hereby makes the assignment set forth in the preceding paragraph.

The Intern hereby waives, to the fullest extent permitted by Applicable Law, any moral rights, droit moral, or similar rights the Intern may have in the Work Product, and agrees not to assert any such rights against the Company or its successors, assigns, licensees, or customers.

The Intern shall promptly disclose in writing to the Company all Work Product created by the Intern during the Internship Period, and shall maintain adequate written records concerning the development of such Work Product in such form as the Company may reasonably require.

The Intern shall, at the Company's request and expense, execute all documents and take all actions reasonably necessary or desirable to perfect, record, enforce, or defend the Company's rights in and to the Work Product, including the preparation and prosecution of patent, copyright, trademark, and other applications, both during and after the Internship Period.

The Intern represents and warrants that the Work Product shall be original to the Intern (or jointly with authorized Company personnel) and shall not knowingly infringe upon or misappropriate the intellectual property rights or confidential information of any third party.

If the Intern incorporates into any Work Product any pre-existing intellectual property owned by the Intern, the Intern hereby grants to the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license (with the right to sublicense through multiple tiers) to use, reproduce, modify, distribute, and otherwise exploit such pre-existing intellectual property as incorporated into the Work Product.

Nothing in this Agreement shall be construed to transfer to the Company ownership of any invention or work product that the Intern develops entirely on his or her own time, without the use of any Company equipment, supplies, facilities, or Confidential Information, and that does not relate to the Company's business or anticipated research or development, except to the extent otherwise required by Applicable Law.

During the Internship Period and for a period of twelve (12) months thereafter, the Intern shall not, directly or indirectly, solicit, induce, or attempt to induce any employee, contractor, or consultant of the Company to terminate his or her relationship with the Company, or to accept employment or engagement with any other person or entity.

During the Internship Period and for a period of twelve (12) months thereafter, the Intern shall not, directly or indirectly, solicit the business of any customer, client, or active prospect of the Company with whom the Intern had material contact or about whom the Intern received Confidential Information during the Internship Period, for the purpose of providing products or services competitive with those of the Company.

The Intern represents that the Intern's participation in the internship and performance of duties hereunder shall not conflict with, or result in a breach of, any obligation owed to any third party, including, without limitation, any former employer, academic institution, or other engaging party.

The Intern shall not, during the Internship Period, engage in any outside employment, consulting, business, or activity that materially interferes with the Intern's duties hereunder or that creates an actual or apparent conflict of interest with the Company, without the prior written consent of the Company.

The Intern shall promptly disclose to the Company any relationship, interest, or activity that could reasonably give rise to a conflict of interest, and shall cooperate with the Company in resolving any such conflict in a manner that protects the legitimate interests of the Company.

The restrictions set forth in this Section 11 are acknowledged by the Intern to be reasonable in scope, duration, and geography, and necessary to protect the legitimate business interests of the Company. If any such restriction is deemed by a court of competent jurisdiction to be unenforceable as drafted, the Parties agree that such restriction shall be modified to the minimum extent necessary to render it enforceable.

Each Party represents and warrants that it has full right, power, and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement do not and will not conflict with or violate any other agreement or obligation to which such Party is bound.

The Intern represents and warrants that all information provided to the Company in connection with the application for and acceptance of the internship, including, without limitation, academic credentials, work history, and legal authorization to participate, is true, accurate, and complete in all material respects.

The Intern represents and warrants that the Intern will perform the duties hereunder in a professional and workmanlike manner, consistent with generally accepted standards applicable to the tasks assigned.

The Company represents and warrants that it will provide the internship in compliance with Applicable Law and in a manner consistent with the educational and developmental purposes set forth herein.

The Intern represents and warrants that the Intern is not subject to any non-competition, non-solicitation, confidentiality, or similar restrictive covenant that would preclude or restrict the Intern's performance of duties hereunder.

Except as expressly set forth in this Agreement, neither Party makes any representation or warranty of any kind, whether express, implied, statutory, or otherwise, and each Party expressly disclaims all implied warranties, including, without limitation, warranties of merchantability, fitness for a particular purpose, and non-infringement.

The Supervisor shall conduct informal performance feedback sessions with the Intern on a periodic basis throughout the Internship Period, in order to review the Intern's progress against the learning objectives and to identify areas of strength and areas for development.

The Company shall conduct a formal, documented evaluation of the Intern's performance at or near the midpoint of the Internship Period and again at the conclusion of the Internship Period, each of which shall be shared with the Intern and discussed in a feedback session.

The Intern shall be given a reasonable opportunity to review any formal written evaluation and to submit written comments or responses, which shall be retained together with the evaluation in the Intern's internship record.

The Intern shall likewise be invited to provide the Company with candid feedback regarding the internship experience, the quality of mentoring, and the extent to which the learning objectives were achieved, which feedback shall be used to improve future internship programs.

Where the internship is undertaken in connection with academic credit, the Company shall reasonably cooperate with the Intern's educational institution by completing such evaluation forms and reports as are reasonably necessary for the awarding of credit.

Nothing in this Section 13 shall limit the Company's right to address performance concerns in a timely manner, including through counseling, reassignment of duties, or termination pursuant to Section 14.

Either Party may terminate this Agreement, for any reason or no reason, by providing the other Party with not less than [NUMBER] days' prior written notice of termination.

Notwithstanding the foregoing, either Party may terminate this Agreement immediately, by written notice to the other Party, in the event of a material breach of this Agreement by the other Party that has not been cured within [NUMBER] days following written notice specifying the nature of such breach, or in the event of any breach not susceptible of cure.

The Company may terminate this Agreement immediately, without prior notice or opportunity to cure, upon the occurrence of any of the following: (i) material misconduct, dishonesty, or fraud by the Intern; (ii) breach by the Intern of the confidentiality, intellectual property, non-solicitation, or conflict-of-interest provisions of this Agreement; (iii) conduct by the Intern that endangers the safety or well-being of any person; or (iv) material violation by the Intern of Company policies.

The Intern may terminate this Agreement immediately upon written notice to the Company in the event that continued participation in the internship would be unlawful or would materially jeopardize the Intern's health or safety.

Upon termination or expiration of this Agreement for any reason, the Intern shall promptly cease all work for the Company, return all Company property in accordance with Section 15, and cooperate reasonably with the orderly transition of pending work.

The Company shall pay the Intern any accrued but unpaid stipend and reimburse any approved outstanding expenses through the effective date of termination, in accordance with the Company's standard payroll and reimbursement practices and Applicable Law.

The provisions of this Agreement that by their nature are intended to survive termination or expiration, including, without limitation, provisions relating to confidentiality, intellectual property, non-solicitation, indemnification, limitation of liability, and governing law, shall so survive.

Upon termination or expiration of this Agreement, or at any earlier time upon the Company's request, the Intern shall promptly return to the Company all property, equipment, materials, documents, and information belonging to the Company, including, without limitation, laptops, mobile devices, access cards, keys, uniforms, manuals, files, and any Confidential Information in any form or medium.

The Intern shall not retain any copies, extracts, summaries, or derivative works of any Company property, Confidential Information, or Work Product, in any form, whether physical, electronic, or otherwise, except as may be expressly authorized in writing by the Company.

The Intern shall, upon request, permanently delete any Company data or Confidential Information stored on any personal computer, mobile device, cloud storage account, email account, or other personal medium, and shall certify such deletion in writing if so requested.

The Intern shall cooperate reasonably with the Company's information technology personnel in order to effect the return of equipment, the deactivation of access credentials, and the secure transfer of any work files or data.

In the event that any Company property is lost, damaged, or not returned by the Intern (other than as a result of ordinary wear and tear), the Company may, to the extent permitted by Applicable Law, offset the reasonable cost of replacement or repair against any amounts owed to the Intern.

The obligations set forth in this Section 15 shall survive the termination or expiration of this Agreement.

The Intern shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, affiliates, agents, successors, and assigns from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from (i) any willful misconduct or gross negligence of the Intern; (ii) any breach by the Intern of the confidentiality, intellectual property, or non-solicitation provisions of this Agreement; or (iii) any violation by the Intern of Applicable Law in the performance of duties hereunder.

The Company shall indemnify, defend, and hold harmless the Intern from and against any and all claims arising out of the Intern's good-faith performance of duties within the scope of the internship, to the extent such claims arise from the Company's willful misconduct or gross negligence, and subject to the limitations set forth in this Section 16.

Except with respect to breaches of confidentiality, violations of intellectual property rights, or indemnification obligations hereunder, in no event shall either Party be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including, without limitation, loss of profits, loss of business, or loss of data, arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, even if advised of the possibility of such damages.

Except with respect to the exclusions set forth in the preceding paragraph, the aggregate liability of either Party arising out of or in connection with this Agreement shall not exceed the greater of (i) the total amount of stipend paid or payable to the Intern hereunder, or (ii) one thousand U.S. dollars ($1,000).

The limitations and exclusions set forth in this Section 16 shall apply to the fullest extent permitted by Applicable Law and shall not operate to exclude or limit any liability that cannot be excluded or limited as a matter of Applicable Law.

A Party seeking indemnification hereunder shall provide prompt written notice of any claim, cooperate reasonably in the defense thereof, and shall not settle any such claim without the prior written consent of the indemnifying Party, which consent shall not be unreasonably withheld.

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of [GOVERNING STATE], United States, without regard to its conflict of laws principles that would require the application of the laws of any other jurisdiction.

The Parties agree to attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through informal negotiations between designated representatives of each Party, which negotiations shall commence promptly upon written notice from one Party to the other of the existence of a dispute.

If any dispute is not resolved through informal negotiations within thirty (30) days following the initial notice of dispute, the Parties shall, prior to initiating any judicial proceeding (other than for equitable or injunctive relief), submit the dispute to non-binding mediation administered by a mutually agreed mediator in [CITY, STATE], with the costs of mediation to be borne equally by the Parties.

Any dispute not resolved through negotiation or mediation shall be subject to the exclusive jurisdiction of the state and federal courts located in [COUNTY], [GOVERNING STATE], and each Party hereby irrevocably consents to the personal jurisdiction of, and venue in, such courts and waives any objection based on inconvenient forum.

Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain the actual or threatened breach of the confidentiality, intellectual property, or non-solicitation provisions of this Agreement, without the obligation to first attempt negotiation or mediation.

Each Party hereby irrevocably waives, to the fullest extent permitted by Applicable Law, any right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement.

In any action or proceeding to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs, in addition to such other relief as may be awarded.

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating thereto.

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless set forth in a writing signed by both Parties. No failure or delay by either Party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to render it enforceable, or, if such modification is not possible, severed from this Agreement, and the remaining provisions shall continue in full force and effect.

Neither Party may assign, transfer, or delegate this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that the Company may assign this Agreement to any successor to all or substantially all of its business or assets without the Intern's consent.

All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be deemed duly given when delivered personally, sent by nationally recognized overnight courier, sent by certified mail (return receipt requested), or sent by electronic mail with confirmation of receipt, to the addresses set forth in the preamble (or to such other address as a Party may designate by written notice).

The relationship of the Parties is that of independent contracting parties engaged in an internship arrangement, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or, except to the extent required by Applicable Law, employer-employee relationship between the Parties.

Neither Party shall be liable for any failure or delay in performance hereunder (other than payment obligations) due to causes beyond its reasonable control, including, without limitation, acts of God, natural disasters, war, terrorism, pandemic, civil unrest, or governmental action.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, electronic mail (in PDF format), or electronic signature platforms shall be deemed to have the same legal effect as original signatures.

The headings in this Agreement are for convenience only and shall not affect the construction or interpretation of any provision hereof.