UPLIFT Foundation Right to Represent Agreement
This Right to Represent Agreement (the “Agreement”) is made and entered into by and between UPLIFT Foundation (“Foundation”) and (“Candidate”).
1. Purpose
The purpose of this Agreement is to establish the mutual terms under which the Foundation will represent the Candidate in seeking employment opportunities with partner organizations, and the reciprocal obligations of the Foundation to the Candidate throughout that process. Both parties acknowledge that the Foundation’s mission is to place teams of young Black and Latinx adult software engineers into meaningful employment, and that this Agreement serves to protect the interests of both the Foundation and the Candidate.
Scope of Coverage. This Agreement governs the entirety of the relationship between the Candidate and the Foundation, including but not limited to: (i) the Candidate’s participation in the Foundation’s program; (ii) all mentorship, training, and professional development provided by Foundation Personnel; (iii) the placement process and employment negotiations conducted by or through the Foundation; (iv) any employment obtained by the Candidate with a partner organization as a result of, or in connection with, the Foundation’s placement efforts or negotiations (including but not limited to Adoreal, Inc., Delmock Technologies, Inc., Dell Technologies, Inc., iManage, LLC, Vail Systems, Inc., and their respective subsidiaries, affiliates, and successors) (“Placement Employment”); (v) all interactions between the Candidate and Foundation Personnel arising from or related to any of the foregoing, whether occurring during the program, during Placement Employment, or after the conclusion of either; (vi) all personal, social, and informal interactions between the Candidate and Foundation Personnel that arise from, are facilitated by, or are connected to the Foundation relationship, including interactions occurring outside of program hours, off-site, during travel, and via personal communication channels; and (vii) communications made by or about Foundation Personnel or the Candidate to third parties, including family members, coworkers, friends, and legal representatives, relating to any of the foregoing. For the avoidance of doubt, the protections afforded to Foundation Personnel under this Agreement extend to their roles and conduct in connection with both the Foundation and any partner organization where the Candidate is employed through the Foundation’s placement efforts.
Retroactive Application for Existing Participants. The Candidate acknowledges that this Agreement supersedes and replaces any prior agreements, understandings, or arrangements between the Candidate and the Foundation, whether written or oral. Where the Candidate was participating in the Foundation’s program or employed by a partner organization through the Foundation’s placement efforts prior to the Effective Date of this Agreement, the Candidate acknowledges and agrees that: (i) the releases, confidentiality obligations, non-disparagement obligations, non-retaliation obligations, and no-recording obligations set forth herein apply retroactively to all Program Matters (as defined in Section 5) occurring prior to the Effective Date; (ii) the Candidate has had the opportunity to consult with independent legal counsel before executing this Agreement; (iii) the Candidate is executing this Agreement voluntarily, with full knowledge of its terms and the events to which it applies; and (iv) the Candidate is receiving good and valuable consideration for executing this Agreement, including continued participation in the Foundation’s program, access to professional development and mentorship resources, eligibility for leadership opportunities within the Foundation, and the Foundation’s continued obligations under Section 2 of this Agreement.
2. Foundation Obligations
The Foundation agrees to the following obligations to the Candidate:
(a) Good Faith Representation. The Foundation shall represent the Candidate in good faith, actively seeking employment opportunities with partner organizations that align with the Candidate’s skills, career goals, and professional development.
(b) Transparency. The Foundation shall keep the Candidate reasonably informed of all employment discussions, negotiations, and opportunities being pursued on the Candidate’s behalf, including the identity of partner organizations, proposed roles, and compensation ranges.
(c) Non-Discrimination. The Foundation shall not discriminate among Candidates in the allocation of opportunities and shall make placement decisions based on team fit, skills, and the best interests of the Candidate and the team.
(d) Candidate Consent. The Foundation shall not commit the Candidate to any employment arrangement without the Candidate’s prior informed consent. The Candidate retains the right to decline any specific opportunity presented by the Foundation without penalty or termination of this Agreement.
(e) Professional Development. The Foundation shall provide the Candidate with mentorship, training, and professional development resources as part of the Foundation’s program, at no cost to the Candidate.
(f) No Financial Obligation. The Candidate shall not owe the Foundation any fees, commissions, or financial consideration in exchange for the Foundation’s representation. The Foundation’s compensation, if any, shall come from partner organizations or grant funding.
(g) Duty of Care. The Foundation shall exercise reasonable care in vetting partner organizations to ensure they provide safe, lawful, and professionally appropriate work environments for the Candidate.
3. Candidate Obligations
The Candidate agrees to the following obligations to the Foundation:
(a) Exclusive Representation. The Candidate will only engage in employment negotiations and discussions with partner organizations through the Foundation during the term of this Agreement.
(b) Team Employment. The Candidate acknowledges that the Foundation’s program focuses on employing teams of young Black and Latinx adult software engineers. The Candidate agrees to accept employment only as part of a team and not as an individual, unless the Foundation provides written consent to an individual placement.
(c) Individual Offers. The Candidate understands that individual employment offers from partner organizations that circumvent the Foundation’s team placement model are not in line with the Foundation’s mission. The Candidate agrees to promptly notify the Foundation of any such offers and shall not accept them without the Foundation’s prior written consent.
(d) Good Faith Participation. The Candidate agrees to participate in good faith in all Foundation programs, training sessions, and professional development activities reasonably required as part of the placement process.
(e) Accurate Information. The Candidate agrees to provide the Foundation with accurate and complete information regarding their skills, experience, education, and work eligibility.
4. Non-Compete and Non-Solicitation
(a) Candidate Obligations. During the term of this Agreement and for a period of one (1) year following the termination of this Agreement, the Candidate agrees not to:
(i) Solicit or attempt to solicit any employment opportunities directly with the Foundation’s partner organizations outside of the Foundation’s placement process; or
(ii) Engage in any discussions or negotiations regarding employment with the Foundation’s partner organizations without the Foundation’s involvement.
(b) Foundation Obligations. During the term of this Agreement and for a period of one (1) year following the termination of this Agreement, the Foundation agrees not to:
(i) Solicit or recruit the Candidate’s replacement from the Candidate’s placed team in a manner that undermines the Candidate’s employment;
(ii) Disclose the Candidate’s confidential personal information to partner organizations beyond what is reasonably necessary for the placement process without the Candidate’s prior written consent; or
(iii) Enter into any arrangement with a partner organization that would result in the Candidate receiving compensation or benefits materially less favorable than those presented to the Candidate during the placement process, without the Candidate’s informed consent.
(c) Reasonableness. Both parties acknowledge that the non-compete and non-solicitation provisions in this Section 4 are reasonable in scope, duration, and geographic area, and are necessary to protect the legitimate interests of both the Foundation and the Candidate. If any court of competent jurisdiction determines that any provision of this Section 4 is unenforceable, the parties agree that such provision shall be modified to the minimum extent necessary to make it enforceable.
5. Dispute Resolution and Release of Claims
(a) Mediation First. In the event of any dispute, claim, or grievance arising from or relating to the Candidate’s participation in the Foundation’s program, the relationship between the Candidate and Foundation leadership, mentors, or volunteers, any events occurring during the course of the program or Placement Employment, any personal or social interactions between the Candidate and Foundation Personnel arising from or connected to the Foundation relationship, any interactions between the Candidate and Foundation Personnel in any capacity including their roles at partner organizations, any communications by or about Foundation Personnel or the Candidate to third parties relating to any of the foregoing, and any prior formal or informal correspondence between the parties including but not limited to demand letters, cease and desist notices, and legal communications (collectively, “Program Matters”), the Candidate agrees to first attempt resolution through mediation conducted by a qualified, neutral third-party mediator before pursuing any other form of dispute resolution.
(b) Release of Claims Against Foundation Personnel. The Candidate irrevocably releases and forever discharges the Foundation and its officers, directors, executives, mentors, volunteers, and agents (collectively, “Foundation Personnel”) from any and all claims, demands, causes of action, suits, damages, losses, and liabilities of any kind, whether known or unknown, arising from or relating to Program Matters, including but not limited to: (i) the Candidate’s participation in the Foundation’s program; (ii) mentorship, training, professional development, and feedback provided by Foundation Personnel; (iii) placement decisions and employment negotiations conducted by the Foundation; (iv) the Candidate’s Placement Employment with any partner organization obtained through the Foundation, including all workplace interactions with Foundation Personnel who also serve in supervisory, managerial, executive, or collegial roles at such partner organization; (v) interpersonal interactions between the Candidate and Foundation Personnel during or after the program and during or after Placement Employment, in any context whether professional, personal, or social; (vi) all communications between the Candidate and Foundation Personnel by any medium, including but not limited to text message, email, direct message, social media, voice call, video call, and in-person conversation; (vii) decisions regarding team assignments, performance evaluations, role changes, reporting structures, and other employment actions taken by Foundation Personnel in their capacity at partner organizations where the Candidate is employed; (viii) travel, off-site activities, and social engagements between the Candidate and Foundation Personnel, whether arranged through the Foundation or privately; (ix) any prior formal correspondence between the parties, including demand letters, cease and desist notices, and related communications, and any characterizations, statements, or allegations contained therein; (x) communications made by third parties associated with Foundation Personnel (including family members, spouses, and agents) to or about the Candidate, where such communications arise from or relate to the Candidate’s relationship with Foundation Personnel; and (xi) any emotional distress, reputational harm, or consequential damages the Candidate alleges to have suffered as a result of any of the foregoing. This release is effective upon execution of this Agreement and shall apply retroactively to all Program Matters occurring prior to the Effective Date as well as prospectively to all Program Matters occurring after the Effective Date. This release shall survive the Candidate’s completion of, withdrawal from, or termination from the program, as well as the termination of any Placement Employment. Excepted from this release are claims arising from: (A) criminal conduct by Foundation Personnel; or (B) claims that cannot be waived as a matter of law.
(c) Preservation of Statutory Rights. Nothing in this Section 5 shall be construed to waive, limit, or restrict the Candidate’s right to file a complaint or charge with the Oregon Bureau of Labor and Industries (BOLI), the Equal Employment Opportunity Commission (EEOC), or any other federal, state, or local government agency, or to exercise any right protected under ORS 659A.370 or other applicable statute. However, to the maximum extent permitted by law, the Candidate waives any right to recover monetary damages or other personal relief in any private civil action against Foundation Personnel arising from Program Matters.
(d) Waiver of Unknown Claims. The Candidate acknowledges that they may hereafter discover claims or facts in addition to or different from those they now know or believe to exist regarding Program Matters. Nevertheless, the Candidate intends by this Agreement to fully, finally, and forever release all claims against Foundation Personnel relating to Program Matters, whether known or unknown, suspected or unsuspected.
(e) Binding Arbitration. If mediation is unsuccessful, any remaining dispute arising from or relating to this Agreement or Program Matters shall be resolved by binding arbitration under the rules of the American Arbitration Association, conducted in Salem, Oregon.
6. Confidentiality and Communications
(a) Candidate Obligation. The Candidate agrees to maintain the confidentiality of any proprietary or confidential information shared by the Foundation, Foundation Personnel, or partner organizations during the course of the Foundation’s program and any subsequent employment with partner organizations.
(b) Scope. Confidential information includes, but is not limited to: business strategies, employment terms, compensation details, partner organization identities and internal information, mentorship communications, internal program discussions, partner organization trade secrets and proprietary information, and any other sensitive information disclosed during the program or subsequent employment.
(c) No Recording. The Candidate shall not audio or video record any mentorship session, program meeting, mediation session, private communication with Foundation Personnel, work call or meeting with partner organizations, personal or social interaction with Foundation Personnel, or any other interaction arising from the Candidate’s relationship with the Foundation or Foundation Personnel, without the prior written consent of all parties being recorded. This prohibition applies to all communication formats including in-person, telephone, video, and digital messaging, and to all contexts whether professional, personal, or social. This prohibition remains in effect during and after the Candidate’s participation in the program and any Placement Employment. Any recording made in violation of this provision shall be inadmissible in any legal, administrative, or arbitral proceeding between the parties and shall constitute a material breach of this Agreement.
(d) Program Communications Privilege. Communications between the Candidate and Foundation Personnel made in the context of mentorship, professional development, or program participation are confidential and shall not be disclosed to third parties except: (i) as required by law; (ii) to the Candidate’s own retained legal counsel; (iii) to a licensed mental health professional in the context of confidential treatment; (iv) to mandated reporters as required by applicable law; or (v) with the prior written consent of the other party.
(e) Survival. The confidentiality and no-recording obligations in this Section 6 shall survive termination of this Agreement, the Candidate’s separation from the program, and the termination of any subsequent employment with partner organizations.
7. Non-Disparagement
(a) Obligation. The Candidate agrees not to make or publish, orally or in writing (including on social media, in text messages, in emails, or in any other medium), any statement that is disparaging, defamatory, or intended to damage the reputation, career, personal relationships, or professional standing of the Foundation or any Foundation Personnel. This includes statements made directly or through third parties, including but not limited to family members, friends, coworkers, and legal representatives. This obligation applies during and after the Candidate’s participation in the program and any Placement Employment.
(b) Retraction of Prior Characterizations. To the extent that either the Foundation or the Candidate has made characterizations about the other party to third parties prior to the Effective Date of this Agreement that are inconsistent with the spirit of this Agreement, both parties agree that such prior characterizations are superseded by this Agreement and shall not be repeated, relied upon, or disseminated further. The Foundation agrees to retract any formal written characterizations of the Candidate’s character, values, or professional capabilities contained in prior correspondence, and the Candidate agrees to retract any characterizations of Foundation Personnel’s character, conduct, or motivations made to third parties.
(c) Exclusions. This Section 7 does not apply to: (i) truthful statements made in connection with a complaint or charge filed with a government agency; (ii) statements made to the Candidate’s own retained legal counsel; (iii) statements made in the context of confidential treatment by a licensed mental health professional; or (iv) truthful testimony compelled by legal process.
8. Non-Retaliation
(a) The Candidate shall not retaliate against Foundation Personnel for: (i) making good faith program decisions, including placement decisions, team assignments, and performance evaluations; (ii) enforcing the terms of this Agreement; (iii) exercising any right under this Agreement; (iv) providing honest feedback or mentorship, including critical feedback intended to support the Candidate’s professional development; or (v) any action taken in their capacity as a Foundation officer, director, executive, mentor, or volunteer.
9. Term and Termination
(a) Term. This Agreement shall commence on the Effective Date and shall continue until terminated by either party in accordance with this Section 9.
(b) Termination by Either Party. Either party may terminate this Agreement with sixty (60) days’ written notice to the other party.
(c) Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within fourteen (14) days of receiving written notice of the breach.
(d) Effect of Termination. Termination of this Agreement does not nullify: (i) the non-compete and non-solicitation obligations in Section 4 for the specified period; (ii) the release of claims in Section 5; (iii) the confidentiality obligations in Section 6; (iv) the non-disparagement obligations in Section 7; or (v) any rights or obligations that accrued prior to the termination date.
(e) Placement Employment Contingency. The Candidate acknowledges and agrees that:
(i) the Candidate’s Placement Employment with any partner organization was obtained through and exists as a direct result of the Foundation’s placement efforts, negotiations, and ongoing representation;
(ii) the Foundation’s continued representation and support of the Candidate in the Placement Employment is contingent upon the Candidate’s compliance with all material terms of this Agreement;
(iii) if this Agreement is terminated for cause pursuant to Section 9(c), the Foundation’s representation and support of the Candidate shall cease immediately, and the Candidate’s Placement Employment shall no longer be supported, maintained, or endorsed by the Foundation; and
(iv) the Candidate’s continued Placement Employment following the Foundation’s withdrawal of representation is subject to the non-compete and non-solicitation provisions of Section 4, which prohibit the Candidate from independently soliciting or negotiating employment with partner organizations outside of the Foundation’s placement process.
(f) Orderly Transition and Resignation. In the event that this Agreement is terminated for cause pursuant to Section 9(c), the Candidate agrees to:
(i) cooperate fully with the Foundation in effectuating an orderly transition of their Placement Employment responsibilities;
(ii) submit a voluntary resignation from the Placement Employment within thirty (30) calendar days of the effective date of the Agreement’s termination, unless the Foundation provides written consent for the Candidate to remain in the Placement Employment under alternative terms; and
(iii) refrain from disclosing the circumstances of the Agreement’s termination or the Foundation’s withdrawal of representation to the partner organization, coworkers, or any third party, except as permitted under Section 6(d) of the Agreement.
(g) Foundation Discretion. The Foundation retains sole discretion to determine whether a breach is material for purposes of this Section 9(e)-(f). The Foundation may, in its sole discretion, waive the resignation requirement in Section 9(f)(ii) where the Foundation determines that the Candidate’s continued Placement Employment is in the best interest of the Foundation’s mission, the partner organization, or the Candidate’s professional development. Any such waiver must be in writing and shall not constitute a waiver of any other provision of this Agreement.
(h) Acknowledgment Regarding Termination. The Candidate acknowledges that the Foundation’s exercise of its rights under this Section 9(e)-(g), including the withdrawal of representation and the requirement of resignation from Placement Employment, is a contractual remedy for the Candidate’s material breach of this Agreement. The Candidate agrees that such actions do not constitute retaliation, discrimination, wrongful termination, or any other adverse action prohibited by law, and the Candidate waives any claim or cause of action arising from the Foundation’s exercise of these remedies to the maximum extent permitted by law.
(i) Cure Period. For the avoidance of doubt, the Foundation shall not exercise its rights under Section 9(f) unless and until: (i) the Foundation has provided the Candidate with written notice identifying the specific breach(es) as required by Section 9(c); and (ii) the Candidate has failed to cure such breach(es) within the fourteen (14) day cure period specified in Section 9(c). The cure period may be waived only where the Candidate’s breach involves conduct that poses an immediate risk to the safety, security, or legal compliance of the Foundation, its personnel, or a partner organization.
(j) Survival of Obligations Following Resignation. The Candidate’s resignation from Placement Employment pursuant to Section 9(f) does not affect the survival of obligations specified in Section 9(d), including but not limited to the non-compete and non-solicitation obligations (Section 4), the release of claims (Section 5), the confidentiality obligations (Section 6), and the non-disparagement obligations (Section 7). For the avoidance of doubt, the one-year non-compete period specified in Section 4(a) shall commence on the date of the Candidate’s resignation from the Placement Employment.
10. Miscellaneous
(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of laws principles.
(b) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
(c) Amendments. This Agreement may only be amended or modified by a written agreement signed by both parties.
(d) Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
(e) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall have the same force and effect as original signatures.
(f) Dispute Resolution. All disputes shall be resolved in accordance with Section 5 of this Agreement.
11. Representations and Acknowledgments
(a) Voluntary Execution. The Candidate represents and acknowledges that they are executing this Agreement voluntarily, without coercion, duress, or undue influence, and with full understanding of its terms, including the release of claims, confidentiality obligations, no-recording provisions, and non-disparagement obligations contained herein.
(b) Opportunity for Counsel. The Candidate acknowledges that they have been advised to consult with independent legal counsel of their own choosing before executing this Agreement, and that they have had a reasonable opportunity to do so. The Candidate’s decision to execute this Agreement with or without the advice of independent counsel is made freely and voluntarily.
(c) Full Knowledge. The Candidate represents that they have read this Agreement in its entirety, that they understand all of its terms and conditions, and that they are not relying on any representations or promises not contained in this Agreement.
(d) Adequate Consideration. The Candidate acknowledges that the consideration provided by the Foundation under this Agreement, including but not limited to representation in seeking employment opportunities, mentorship, professional development, access to partner organizations, eligibility for Foundation leadership opportunities, and the Foundation’s obligations under Section 2, constitutes good and valuable consideration for all obligations undertaken by the Candidate herein, including the release of claims in Section 5.
(e) No Assignment of Claims. The Candidate represents that they have not assigned, transferred, or conveyed any claim, right, or interest released under this Agreement to any other person or entity.
(f) Third-Party Communications. The Candidate acknowledges that communications from third parties associated with Foundation Personnel (including family members, spouses, and agents) that arise from or relate to the Candidate’s relationship with Foundation Personnel are encompassed within the scope of Program Matters and the release in Section 5, and that Foundation Personnel shall not be held personally liable for third-party communications they did not authorize or direct.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.