**OUTREACHY INTERNSHIP PROGRAM**

**Mentorship Terms of Participation**

_last edited - April 9, 2024_

**Dear Mentor:**

Thank you for agreeing to be a volunteer mentor for the Outreachy internship
program! These Mentorship Terms of Participation ("MTOP") will serve as the
agreement between you and Conservancy concerning your participation in the
Outreachy internship program (the "Program"). In this agreement, the terms
"you" and “your” means you, a person who has agreed to be a Volunteer Mentor
for the Program subject to MTOP, and who is agreeing to be bound by the MTOP;
and "Conservancy" means Software Freedom Conservancy, Inc., a New York non-
profit corporation, US 501(c)(3) public charity, and corporate home of the
Outreachy Project.

**Mentoring Activities.**

In consideration for your participation in the Program, which serves a
charitable purpose, you agree to act as Volunteer Mentor to one or more interns
participating in the Program ("Intern") in completion of the Project as set out
in the Program application which each Intern submitted to Conservancy and you
have set yourself as mentor for (the "Program Application"). As Volunteer
Mentor, you agree to (1) respond constructively and within a reasonable time to
mentee correspondence and (2) provide updates from time to time to the
Outreachy Project regarding whether the Intern is in good standing
(collectively, "Mentoring Activities").

**Relationship of Parties.**

It is expressly agreed that, in performing the Mentoring Activities, you will
be a volunteer and that you will not be an employee or agent of Conservancy. It
is also agreed that you shall have no right to make any commitments on behalf
of Conservancy.

**Taxes, Insurance, Benefits and Business Expenses.**

Because you are a volunteer, neither you nor any dependent or other individual
claiming through you will be eligible to participate in, or receive benefits
under, any of the employee benefit plans maintained by Conservancy. You hereby
waive all rights, if any, to participate in, or receive benefits under, any of
the Conservancy plans. You also agree never to make a claim under any of
Conservancy’s plans and you agree to indemnify and hold Conservancy and its
plans and all those connected with them harmless from all liabilities and
expenses in any way arising out of any such claim by you or by anyone claiming
through you. Also, as a volunteer, you shall be solely responsible for all
expenses incurred by you in the performance of the Mentoring Activities.

**Warranties.**

You hereby represent, warrant, and agree that:

(a) you are an active participant in the free and open source software
project set forth in the Program Application;

(b) you are not a resident of Crimea or a resident or national of Cuba, Iran,
North Korea, Russia, or Syria;

(c) you are not a person or entity restricted by US export controls or
sanctions programs; and

(d) you are or will be 18 years of age or older by May 27, 2024.

**Indemnification.**

We expect mentors in all our participating projects to treat Interns with
respect and to fill the role of mentor as best as they can. We encourage you to
familiarize yourself with any Code of Conduct adopted by your organization.
Because Conservancy is the legal entity responsible for this Program and
because Volunteer Mentors are independently responsible for a large portion of
how the Program is run, we ask for a limited indemnification. For only
situations arising out of your gross negligence, recklessness or intentional
wrongdoing, you shall indemnify, defend, and hold harmless Conservancy, its
officers, directors, and employees from any and all claims, demands, damages,
costs and liabilities, including reasonable attorneys’ fees, made by any third
party due to or arising out of your participation in the Program; your
Mentoring Activities (including correspondence with the Participant or
Participants, and modification of any Participant’s source code or written
materials); or your violation of this Agreement.

**Limitation of Liability.**

You understand and agree that Conservancy does not and can not control the
actions of other Program participants (including the Intern), and that in no
event shall Conservancy, its officers, directors, employees, or suppliers be
liable for any special, incidental or consequential damages arising out of or
in connection with the Program (however arising, including negligence).

In any event, Conservancy, its officers, directors, employees, or suppliers
will not be liable to you by any reason of act or omission, including breach of
contract or negligence not amounting to a willful or intentional wrong. You
recognize, understand, and agree that without this limitation of liability
Conservancy would not be able to offer this Program, which furthers
Conservancy’s charitable purposes.

**Termination.**

Internships in the Program will take place between May 27, 2024 and August 23,
2024. In exceptional situations, the internship can be extended for up to five
weeks, provided that both you and your Intern send a written request for an
extension specifying a new end date to the Outreachy Project's leadership
committee, operating under Conservancy's auspices, and that the Outreachy
Project's leadership committee provides written approval. Notwithstanding the
foregoing, the MTOP shall automatically terminate when you submit a final
report confirming the Intern’s successful or unsatisfactory completion of the
internship.

This Agreement and your services may be terminated by Conservancy or you at any
time, with or without cause, by written notice to the other party. Upon
termination of this Agreement, Conservancy shall have no further obligation to
you.

**Miscellaneous.**

_Choice of Law._ Any action related to this Agreement will be governed by laws of
the State of New York (except that body of law controlling conflict of laws). The
parties hereby exclusively and irrevocably submit to, and waive any objection
against the personal jurisdiction of the United States Southern District of New
York, and the State Courts of the State of New York in Kings County.

_Assignment._ This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; however, you may not assign
or delegate this Agreement, or any rights, duties, or obligations without written
approval by Conservancy.

_Severability._ Any provision of this Agreement that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the
full extent permitted by law) not invalidate render unenforceable such provision in
any other jurisdiction.

_Entire Agreement._ These MTOP contain the entire agreement between you and
Conservancy, and replace all prior agreements, whether written or oral, with
respect to the Program and all related matters. This agreement may not be
amended or assigned and no breach may be waived unless agreed to in writing by
you and Conservancy. In accepting this offer, you give Conservancy assurance
that you have not relied on any agreements or representations, express or
implied, that are not set forth expressly in these MTOP.

If the MTOP are acceptable to you, please fill out your full legal name and
click on the "Accept Agreement" button below. At the time you do that, these
MTOP shall take effect as a legally-binding agreement between you and
Conservancy on the basis set forth above.

Please print a copy of this agreement for your records before you click the
button below.