This Services Agreement (“Agreement”) is made as of [today] (“Effective Date”), by and between MOONSHOT JUNIOR INC, (“Company”), a Delaware corporation with its principal place of business at 735 Saratoga Ave, San Jose, CA 95129 and [PARENT/LEGAL GUARDIAN NAME](“Client”), with principal contact address at [Same as billing address]. The client is understood to be representing and acting in the agency for one or more legal minor children (named in Annexure A) who are designated student recipients of the Company’s learning program offerings under this Agreement. Subscription to the services of this Agreement will be limited to the designated list of recipients in Annexure A. This Agreement will remain in effect until the end of the Service Term as defined below. Services performed and deliverables provided will be subject to the terms and conditions of this Agreement.
1. DESCRIPTION OF SERVICES
During the term of this Agreement, Company will provide experiential learning and instructional services in product design, development, and entrepreneurship to the designated student recipients through a structured project-based learning program.
The above experiential learning is provided in the context of ideation and implementation of a product or service, identified as the program’s ‘Moonshot’. The Moonshot project is intended to comprise elements of innovation and entrepreneurship while being suited to the capabilities and interests of the student(s). Choice of Moonshot is identified collaboratively with the student, vetted for feasibility by Company, and embarked on by student(s) with input, supervision, and guidance from the Company’s project-based learning program. IP ownership for the Moonshot project resides jointly with the Company and student(s) of the program under this Agreement.
Note: By the nature of entrepreneurial projects, the Moonshot project outcome, notwithstanding best efforts and due diligence from Company and student(s), is inherently uncertain. The company provides no guarantees of project success at any stage, be it design, implementation, product launch, or commercialization.
The company’s project-based learning program will be delivered in a sequence of stages (Stages 1 through 3B), with specific objectives and gating criteria to guide progress through the stages. The company can however choose to, at its own discretion deviate from these stages for any reason, including the student’s progress. These stages are as follows.
Stage 1 (EXPLORATION):
The Exploration stage of the learning program is a foundational phase providing an overview of key science, technology, and business concepts relevant to product ideation. Satisfactory completion of this phase, including an understanding of key futuristic technologies, completion of coursework, and learning assignments under guidance and validation of the Company’s subject matter experts.
Stage 2 (PREPARATION):
Stage 2 prepares program recipients by providing courseware and instruction tailored to their interest areas identified in stage 1, a detailed learning stage for the chosen subject/stream in Stage 1.
Stage 3 (Innovation):
The Innovator stage 3 of the program teaches the child end-to-end, ideation to testing life cycle of creating a Moonshot. The following stages are part of this stage:
Stage 3A (Empathize):
Stage 3B (Define):
Stage 3C (Ideate):
Stage 3D (Prototype):
Stage 3E (Testing):
NOTE: Stage 3 can evolve, as the Moonshot project progresses, to subsequent additional stages of product marketing and evangelization, fundraising including crowdfunding and product launch on a suitable e-commerce platform.
The company has planned an overall program schedule with minimum completion times for each stage of the program to serve as an anchoring timeline. The company’s offering however also accommodates self-paced learning, as there can be variation in student progress rates, independent of the level of guidance and supervision made available by the Company. Variability can arise from several factors, including student’s ongoing other schedules, rate of completion of learning assignments, and nature of the chosen Moonshot project. There are therefore no fixed stipulations of program duration.
2. SERVICE TERM
Company shall provide and correspondingly charge for its program services for a period commencing with [date] (the Onboarding Date for Stage 1, this commencement date having been decided mutually between Company and Client during pre-enrollment), and terminating on the date student(s) complete whatever be their intended stages of Company’s learning program commensurate with their pace of progress.
As consideration for the Services provided by the Company defined above, Client shall pay to Company a monthly program fee and initial advance payment. Payment amounts and terms, including qualifying prepayment options for rate discounts, are specified in Exhibit 1 to this Agreement.
4. CONSULTING HOURS
For the fee consideration specified in (2) above and in Exhibit 1, Company will, aside from its online learning resources, make available a specific number, of course, instructional hours and consulting hours from subject matter experts (SMEs) appropriate to the needs of the current program stage student(s) are in. These available hours are specified in Exhibit 2.
Should students not be in a position to avail of all contact hours in a particular month, unutilized hours may, in certain circumstances be allowed to be carried forward onto the following one-month of the term. Additional carry forward is discouraged and under no circumstances can exceed one calendar month.
The Client may also request additional contact hours during specific months, which Company may be able to accommodate and provide at its discretion. Additional hours will be charged separately for when availed, with the rate for such hours specified in Exhibit 2.
Depending on the needs of the program stage, both instructors and SMEs can be drawn from a pool of either Company’s staff or third-party resources contracted by the Company for specific expertise.
5. PRINCIPAL CONTACT
The company will designate a Project Manager who will manage the delivery of the entire program to student recipients and Client, including progress monitoring and provision of status reports and updates, recommended course corrections, and any other relevant reviews and notifications. The Project Manager will serve as the primary point of contact for all Client communications through all phases of the program, including facilitating and ensuring tracking and scheduling of all SME and instructor contact hours on a weekly and monthly basis.
6. PROGRAM SESSIONS
The company may at its discretion choose to record some or all of the learning sessions, project reviews, and other conversations with Client or student(s), for training and quality purposes towards providing a responsive and continually optimized learning program and experience.
The company by no means can be construed, under this Agreement, as promising any definitive product or service other than a structured project-based learning experience for student recipients of the program. Various stages of the Company’s program and process outlined in Section 1 (Stages 1 through 3B) towards product ideation and implementation are on a best-attempt basis, including without limitation as to whether program recipients are truly able and ready to complete and progress satisfactorily across learning stages. The company will continually monitor, and may choose to engage, in good faith, one or more Subject Matter Experts and/or any other third party advisors to assist with the assessment of student learning experience and progress at its sole discretion.
8. INTELLECTUAL RIGHTS
Company and Client will co-own the rights to any invention or Intellectual Property created as part of the program learning experience delivered under this Agreement.
Based on the Moonshot project’s progress, the Company will suggest filing for patents that are advisable to help retain and preserve intellectual rights for the Moonshot idea and/or product (if applicable).
Company reserves the right to future use of any written or digital content, including articles, blogs, photos, images, videos, presentations, and other marketing collaterals developed by either of students or Company, jointly or individually, including specifically with respect to the Moonshot project under this Agreement.
The Client will not market, sell, or claim to own the product/service created without prior consent and documented agreement and permission from the Company.
Based on Moonshot project progress, the Company will make the best efforts to qualify the Moonshot project for fundraising for commercial deployment. This will be subject to proper due diligence on all relevant gating criteria prior to product commercialization. The company will work with Client in good faith towards mutually agreeable and beneficial terms, which may include (and often require) joint go-to-market planning and necessary co-investing for reaping optimal financial outcomes from launching off the Moonshot product or service developed under this Agreement.
The company however makes no guarantees to successful qualification for acceptance on relevant crowdfunding platforms like Kickstarter. Acceptance rates on such platforms are low regardless of the project’s commercial potential.
Launch on e-commerce platforms like Amazon may require significant investment outlay from the Client and carries a high risk of failure and consequent financial loss.
Owing to the above, and the various commercialization aspects (some unknown and unique to the project and/or student) of the Moonshot that the project will go through, in addition to this Agreement, the Client and Company agree to draft and sign any separate contractual Agreements.
Timeline and terms for such commercialization Agreements will be proposed and created in alignment with the Moonshot project’s due evolution and progress under the present Agreement.
Notwithstanding anything to the contrary herein, either party to this Agreement can terminate the Agreement at any time upon one month’s written notice, with fees to be prorated and adjusted accordingly for the remainder of the service term. Any payments made by the Client are non-refundable.
11 A. AMENDMENTS
The Company reserves the right to make appropriate amendments to the terms and conditions of Service under this Agreement from time to time. This Agreement may only be modified by mutual agreement of authorized representatives of the parties in writing.
11 B. INDEMNIFICATION
Client shall indemnify and hold harmless Company and its directors, officers and employees from any and all claims, losses, liabilities, damages, suits, actions and associated legal actions and expenses to Client arising from injury or property damages to Client or designated student recipients of this Agreement arising from their participation in the Company’s project-based learning program.
11 C. GOVERNING LAW
This Agreement shall be governed exclusively by the laws of the State of California without regard to its conflicts of law principles. Any action brought hereunder shall be brought exclusively in the federal or state courts, in Santa Clara, California, and both parties hereby consent to the jurisdiction of such courts and to such venue, which both agree is convenient. The parties irrevocably waive all rights they may have to a trial by jury in any judicial proceeding involving any claim relating to or arising under this Agreement.
Exhibit 1 – Payment Terms
A monthly fee will be auto deducted from your Credit/Debit or PayPal account on a monthly basis.
Any discount coupon applied is effective for that particular month only and the client will be charged the full amount as per their selected plan for subsequent months.
Exhibit 2 – Program Consulting and Contact Hours
The monthly hours for Project Manager and SME will be basis the plan selected and are as displayed on the programs page/monthly bills.
Additional Consulting Hours
Additional Consulting Hours in a month maybe planned for and available upon advance request submitted by Client. Additional consulting hours will be invoiced separately at a rate of USD 45/hour.
Annexure A – Participant Student(s)
The student information like Name, contract number and email address will be collected at the starting of the program and can be seen on the “My Account” section of the website