Scholarship Application Form

Training & Placement Terms and Conditions

This is a Consultant Training, Placement and subsequently Employment Agreement (the “Agreement”) between Epic Infotech

Consulting Group, L.L.C., and its successors and assigns (hereinafter collectively referred to as “Epic Infotech Consulting Group”), and Trainee/Consultant/Employee hereinafter “Employee/ Consultant/ Trainee” who will be reading and accepting digitally by clicking the statement that he have read and understood terms and conditions of the relationship and legally obliged to obey the contract.

Recitals
1. Epic Infotech Consulting Group is in the business of career training, continuing education, recruiting and providing strategic staffing and consulting services in the information technology field throughout the United States (hereinafter “Epic Infotech Consulting Group’ Business”.)

2. Epic Infotech Consulting Group desires to employ Employee/ Consultant/ Trainee as a technical Employee/ Consultant/ Trainee servicing Epic Infotech Consulting Group clients and Employee/ Consultant/ Trainee desires to work for Epic Infotech Consulting Group under the terms of this Agreement.

3. At great expense to Epic Infotech Consulting Group, it has secured clients, recruits and consultants and solicited potential clients, recruits and consultants through its Employee/ Consultant/ Trainees, agents, marketing and advertising throughout the country, and in particular, the precise Epic Infotech Consulting Group client(s) to whom Employee/ Consultant/ Trainee has performed services through Epic Infotech Consulting Group (hereinafter, singularly or collectively, referred to as the “Client”).

4. Employee/ Consultant/ Trainee acknowledges that (s)he will be entrusted with Epic Infotech

Consulting Group’ confidential and trade secret information solely to enable Employee/ Consultant/ Trainee to provide services to the Client. In this Agreement, the term confidential and trade secret information includes, but is not limited to: client lists, client contact information, associate information, candidate and recruit list information, placement information, pricing lists, contracts, sales reports, sales financial and marketing data, systems, forms, methods, procedures, and analyses, and any other proprietary information, whether communicated orally or in documentary or other tangible form, concerning how Epic Infotech Consulting Group or the Client operates its business. The Parties to this Agreement recognize that Epic Infotech Consulting Group and the Client have invested considerable amounts of time and money in attaining and developing all of the information described above (hereinafter collectively referred to as “Confidential Information”), and any unauthorized disclosure or release of such Confidential Information in any form would irreparably harm Epic Infotech Consulting Group and/or the Client.



Terms of Agreement
In consideration of mutual promises set forth in the Agreement, which Employee/ Consultant/ Trainee acknowledges to be good and sufficient consideration, the parties to this Agreement hereby agree to the following:





Nature of Employment
5. Epic Infotech Consulting Group shall employ Employee/ Consultant/ Trainee in a position requiring specialized technical skills, including, by way of example and not exclusion, computer programming, software or hardware development, systems analysis, consulting, technical writing or professional engineering, and shall direct Employee/ Consultant/ Trainee to perform services for the Client from time to time. Employee/ Consultant/ Trainee will regularly and typically exercise sound discretion and independent judgment in the performance of such duties. Employee/ Consultant/ Trainee acknowledges that (s)he shall be under the administrative authority and technical direction of Epic Infotech Consulting Group. However, Epic Infotech Consulting Group reserves the right to place Employee/ Consultant/ Trainee under the technical direction of the Client. While at the Client’s site(s), Employee/ Consultant/ Trainee shall work the hours and schedule typically worked by the Client’s Employee/ Consultant/ Trainees unless directed otherwise by Epic Infotech Consulting Group. Employee/ Consultant/ Trainee will abide by applicable policies, procedures and requirements of Epic Infotech Consulting Group and the Client in performing the assigned work. At all times when providing services to the Client, Employee/ Consultant/ Trainee agrees to conduct himself or herself in a professional manner mindful that (s)he represents Epic Infotech Consulting Group. Employee/ Consultant/ Trainee warrants that the services will be performed in a professional manner in accordance with the standards of the industry.



Compensation
6. Epic Infotech Consulting Group shall pay compensation to Employee/ Consultant/ Trainee as indicated in Employee/ Consultant/ Trainee’s applicable assignment offer letter. Epic Infotech Consulting Group may adjust compensation at its discretion. Any work in excess of forty (40) hours in any week must have the prior approval of Epic Infotech Consulting Group and the Client.

7. Each day during an assignment where services are performed, Employee/ Consultant/ Trainee will record the hours worked on a Epic Infotech Consulting Group time record. Weekly, Employee/ Consultant/ Trainee shall obtain the Client’s approval on the time record and submit it to Epic Infotech Consulting Group’ according to Epic Infotech Consulting Group’ procedures. Employee/ Consultant/ Trainee agrees and understands that Epic Infotech Consulting Group’ time records approved by the Client shall be conclusive as to the actual work time approved by the Client and worked by Employee/ Consultant/ Trainee.



Term of Agreement
8. Employee/ Consultant/ Trainee’s at-will employment shall begin on the date noted in Employee/ Consultant/ Trainee’s assignment offer letter, and shall continue in effect until terminated by Epic Infotech Consulting Group or Employee/ Consultant/ Trainee according to the terms hereof. If the Client postpones the commencement date, Epic Infotech Consulting Group will notify Employee/ Consultant/ Trainee as soon as possible and Employee/ Consultant/ Trainee agrees to begin providing services on the Client’s changed commencement date. Employee/ Consultant/ Trainee shall be deemed employed while actively on assignment at a Client and shall be eligible for assignments during inactive periods until employment is terminated by Epic Infotech Consulting Group or Employee/ Consultant/ Trainee according to the terms of this Agreement.

9. Employee/ Consultant/ Trainee agrees that should Employee/ Consultant/ Trainee decide to resign, with or without reason, Employee/ Consultant/ Trainee will give Epic Infotech Consulting Group at least two (2) weeks written notice of intent to resign.



Prior or Other Simultaneous Employment
10. Employee/ Consultant/ Trainee represents that (s)he is free to enter employment with Epic Infotech Consulting Group, and is not a party to any restrictive agreement limiting the performance of his/her duties for Epic Infotech Consulting Group or the Client, and that only Epic Infotech Consulting Group or the Client is entitled to the benefit of Employee/ Consultant/ Trainee’s work. Employee/ Consultant/ Trainee, by signing this Agreement expressly represents to Epic Infotech Consulting Group that Employee/ Consultant/ Trainee has returned to Employee/ Consultant/ Trainee’s former employer all confidential information and property associated with the former employer’s business. Employee/ Consultant/ Trainee may not use any other party’s patents, copyrights trade secrets or trademarks in an unlawful manner, nor misappropriate other’s proprietary rights in the performance of services.

11. Employee/ Consultant/ Trainee agrees to provide full-time service to Epic Infotech Consulting Group and to refrain from working for others if such work would interfere with

Employee/ Consultant/ Trainee’s best efforts on behalf of Epic Infotech Consulting Group and the priority given to work performed under this Agreement. Employee/ Consultant/ Trainee agrees to do the work assigned by Employer or the Client personally, and not to subcontract or assign the work to anyone else, including but not limited to, a paid assistant.



Copyrights, Inventions and Patents
12. Employee/ Consultant/ Trainee recognizes and agrees that “Works” shall mean and include all ideas, concepts, know-how, techniques, inventions, discoveries, improvements, specifications, designs, methods, devices, systems, reports, studies, computer software (in object or source code), programming and other documentation, flow charts, diagrams and all other information or tangible material of any nature whatsoever (in any medium and in any stage of development or completion) that are conceived, designed, practiced, prepared, produced or developed by Employee/ Consultant/ Trainee (i) during the course of providing services to a Client; (ii) based upon the knowledge or information learned or gained from a Client; or (iii) resulting from the use of a Client’s facilities, personnel or materials. Employee/ Consultant/ Trainee agrees that such Works shall belong to Epic Infotech Consulting Group and remain the sole and exclusive property of Epic Infotech Consulting Group. To the extent such Works are subject to copyright, trademark or other registration, Employee/ Consultant/ Trainee agrees to assign any such rights to Epic Infotech Consulting Group and to assist the Epic Infotech Consulting Group in perfecting and protecting such rights. Employee/ Consultant/ Trainee will promptly disclose to Epic Infotech Consulting Group, in writing, all such Works as they become apparent. Without limiting the foregoing, Employee/ Consultant/ Trainee agrees that any such Works shall be deemed to be “works made for hire”, provided that if such Works are not considered “works made for hire” by operation of law, Employee/ Consultant/ Trainee agrees to, and does hereby assign all of Employee/ Consultant/ Trainee’s rights to Works exclusively to Epic Infotech Consulting Group.

13. Employee/ Consultant/ Trainee further agrees that any inventions and ideas which (s)he may discuss with anyone within six (6) months after the completion of his/her assignment for a Client, or for which Employee/ Consultant/ Trainee may file application for letters patent within six (6) months after completion of assignment for a Client, shall be presumed to have been made during Employee/ Consultant/ Trainee’s period of employment hereunder; provided that if Employee/ Consultant/ Trainee in fact conceives and makes any such invention or idea after the termination of his/her employment with Epic Infotech Consulting Group, then such invention or idea shall belong to Employee/ Consultant/ Trainee and shall be Employee/ Consultant/ Trainee’s sole property or the property of Employee/ Consultant/ Trainee’s assignee. Employee/ Consultant/ Trainee assumes the responsibility of proving that he/she conceived and made any such invention or idea after his/her employment hereunder terminated.

14. Employee/ Consultant/ Trainee agrees that (s)he has no ideas or inventions or copyrights made or conceived prior to the beginning date of Employee/ Consultant/ Trainee’s employment with Epic Infotech Consulting Group that relate in any way

to Epic Infotech Consulting Group’ Business or the business of the Client except for such as are disclosed on Exhibit “1”, which Exhibit (entitled “Prior Inventions”) shall be signed by Epic Infotech Consulting Group if any such inventions shall exist. Any and all inventions, ideas or copyrights of Employee/ Consultant/ Trainee disclosed or made available to Epic Infotech Consulting Group during the term of this Agreement shall be disclosed on a nonconfidential basis and Employee/ Consultant/ Trainee agrees that Epic Infotech Consulting Group shall have an irrevocable and free right to use such inventions, ideas and copyrights in any way whatsoever except for such valid patent rights as Employee/ Consultant/ Trainee may have obtained prior to the date hereof which are disclosed on Exhibit “1”.

15. Upon reasonable request during or after the term of this Agreement, and at the expense of Epic Infotech Consulting Group or the Client, Employee/ Consultant/ Trainee agrees to perform such further acts as may be necessary or desirable to transfer, perfect and defend Epic Infotech Consulting Group’ or the Client’s ownership of Works developed hereunder.



Non-Disclosure of Confidential Information
16. Employee/ Consultant/ Trainee shall refrain from directly or indirectly disclosing to any third party, or using for any purpose other than for the direct benefit of Epic Infotech Consulting Group or the Client, any Confidential Information during his employ and thereinafter, whatever the reason for his leaving Epic Infotech Consulting Group’ employ.



Return of Property
17. Employee/ Consultant/ Trainee recognizes that all of the documents and other tangible items that contain any Confidential Information are Epic Infotech Consulting Group’ or the Client’s property exclusively, including those

documents and items that Employee/ Consultant/ Trainee may have developed or contributed to developing while in Epic Infotech Consulting Group’ employ, whether or not developed during work hours or on Epic Infotech Consulting Group’ or the Client’s premises.

18. Employee/ Consultant/ Trainee recognizes that all materials, including but not limited to, identification information, keys, computer software and hardware, manuals, databases, tapes and other storage devices, technical notes and equipment Epic Infotech Consulting Group or the Client provides for Employee/ Consultant/ Trainee are also the property of Epic Infotech Consulting Group or the Client exclusively. All items described in this and the preceding paragraphs are hereinafter collectively referred to as “Property.”

19. Should Employee/ Consultant/ Trainee’s employment be terminated for any reason, and/or at the end of each assignment Employee/ Consultant/ Trainee shall:

a) Refrain from taking any Property or allowing any Property to be taken from Epic Infotech Consulting Group; or the Client’s Premises;

b) Refrain from reproducing in any manner or allowing reproducing any Property;

c) Refrain from removing any such reproduction from Epic Infotech Consulting Group’ or the

Client’s premises; and

d) Immediately return to Epic Infotech Consulting Group or the Client any original or reproduction of Property in his/her custody, control or possession.

Non-Solicitation Covenant

20. Unless Employee/ Consultant/ Trainee receives Epic Infotech Consulting Group’ advance written waiver, during his/her employment with Epic Infotech Consulting Group and for a period of twelve (12) months thereafter, whatever the reason for Employee/ Consultant/ Trainee’s termination of employment, Employee/ Consultant/ Trainee shall not, either directly or indirectly, either on his/her own behalf or on behalf of another business, engage in or assist others in the following activities:

a) Providing services similar to the services Employee/ Consultant/ Trainee has provided through Epic Infotech Consulting Group (regardless of the method of compensation) for any client of Epic Infotech Consulting Group:

i) For which Employee/ Consultant/ Trainee has performed services through Epic Infotech Consulting Group; or ii) To which Epic Infotech Consulting Group introduced Employee/ Consultant/ Trainee, or about which Epic Infotech Consulting Group provided information regarding employment, potential employment or contractor opportunities to Employee/ Consultant/ Trainee.

b) Retaining or soliciting, for Employee/ Consultant/ Trainee or on behalf of another party, the employment or contracted for services of anyone who provided employment or contracted for services through, or on behalf of, Epic Infotech Consulting Group during the last twelve (12) months of Employee/ Consultant/ Trainee’s employment by Epic Infotech Consulting Group.

Ethical Conduct

21. Employee/ Consultant/ Trainee shall conduct business in an ethical manner by: a) avoiding conflicts of interest;

b) refusing to accept, and reporting to Epic Infotech Consulting Group the offering of anything of value, including a gift, loan on preferential terms, reward, promise of future employment, favor or service which would influence a reasonably prudent person in the discharge of his/her duties for Epic Infotech Consulting Group or which is based on any understanding that his/her action would be influenced; and

c) abiding by policies and guidelines relating to ethical conduct which Epic Infotech Consulting Group may issue as it deems appropriate.

Training and Placement Costs

33. All the Trainees and Consultant seeking training and placement are liable to the cost incurred by the Company and Company have right to issue 1099 income for the cost of training and placement as assessed by the company.

34. Right to represent, The trainee/Consultant/employee are agreed to give exclusive right to represent them for the open positions available and they agree to work with Placement team of the Company. They will not be submitting clients directly or through any other vendor other than Epic Infotech Consulting Group.

35. Epic Infotech Consulting Group has sole right to negotiate the contract rates and no trainee/consultant/Employee under any circumstances is allowed to negotiate the contract or rates with vendors/clients/third party.




Remedies for Breach of Agreement

22. The Parties to this Agreement recognize that irreparable harm would result from any breach by Employee/ Consultant/ Trainee of covenants of this Agreement and that monetary damages alone would not provide adequate relief for any such breach. Accordingly, in addition to any other remedy which may be available to Epic Infotech Consulting Group, if Employee/ Consultant/ Trainee breaches a restrictive covenant in this Agreement, the parties acknowledge that injunctive relief in favor of Epic Infotech Consulting Group is proper.

23. If Epic Infotech Consulting Group prevails in any action to enforce any provision(s) in this

Agreement in a court of competent jurisdiction and secures any relief, Employee/ Consultant/

Trainee shall pay to Epic Infotech Consulting Group all costs and expenses Epic Infotech Consulting Group incurs in enforcing this

Agreement, including Epic Infotech Consulting Group’ court costs and attorney’s fees.

24. If Employee/ Consultant/ Trainee breaches a covenant containing a specified term, the term shall be extended by the period of time between Employee/ Consultant/ Trainee’s termination of employment withEpic Infotech Consulting Group and the date a court of competent jurisdiction enters an injunction restraining further breach of the covenant.

25. If a court of competent jurisdiction determines that any of the restrictions in this Agreement are overbroad, Employee/ Consultant/ Trainee shall agree to modification of the affected restriction(s) to permit enforcement to the maximum extent allowed by law, Employee/ Consultant/ Trainee further acknowledges that such provisions are, and are intended to be, divisible.

26. A waiver of any Employee/ Consultant/ Trainee’s obligations under this Agreement or any other modification

of this Agreement shall be ineffective unless it is set forth in writing and signed by Epic Infotech Consulting Group’ President.

27. The Parties acknowledge that the restrictive covenants in this Agreement are essential independent elements of this Agreement and that but for Employee/ Consultant/ Trainee agreeing to comply with them, Epic Infotech Consulting Group would not have employed or have continued to employ Employee/ Consultant/ Trainee. Accordingly, the existence of any claim by Employee/ Consultant/ Trainee against Epic Infotech Consulting Group, whether based on this Agreement or otherwise, shall not operate as a defense to Epic Infotech Consulting Group’ enforcement of any restrictive covenant against Employee/ Consultant/ Trainee.



Assignment

28. Epic Infotech Consulting Group’ rights and obligations under this Agreement shall inure to the behalf of and be binding upon Epic Infotech Consulting Group’ assigns and successors. Any successor or assignee of Epic Infotech Consulting Group is authorized to enforce the restrictive covenants of this Agreement as if the name of such successor or assignee replaced Epic Infotech Consulting Group throughout this Agreement. Since this Agreement is personal to Employee/ Consultant/ Trainee, Employee/ Consultant/ Trainee’s obligations under this Agreement may not be assigned or transferred to any other person.

Notices

29. Any notices to be given under this Agreement shall be deemed given if in writing sent by certified mail to Epic Infotech Consulting Group at its corporate headquarters and to Employee/ Consultant/ Trainee at is/her last known address in Epic Infotech Consulting Group’ personnel file.

Savings Clause

30. If any provision(s) of this Agreement is declared invalid or unenforceable, the other provisions of this Agreement shall remain in full force and effect and shall be construed in fashion which gives meaning to all of the other terms of this Agreement.

Governing Law

31. This Agreement is made under and shall be governed by the laws of the State of Minnesota.

Incorporation

32. This Agreement expressly supersedes all practices, understandings, and agreements, whether written or oral, not specifically set forth in this Agreement except for any Agreement to Arbitrate Claims with Epic Infotech Consulting Group. This Agreement and any exhibits attached hereto constitute the entire agreement between Epic Infotech Consulting Group and Employee/ Consultant/ Trainee, and there are no other agreements or understandings concerning this Agreement that are not fully set forth in this Agreement. Except for changes in compensation hereunder, this Agreement may not be modified except in a writing signed by both Employee/ Consultant/ Trainee and the Company.