Unreasonable Institute Agreement

Unless both sides win, no agreement can be permanent. - Jimmy Carter THIS AGREEMENT (the Agreement) is entered into this _______ day of ________________ 2014 by and between the UNREASONABLE INSTITUTE (Unreasonable), a Colorado not-for-profit company (Unreasonable) and ____________________, with a principal place of business located at _____________________________________________________ (Company).

RECITALS A. Company applied to Unreasonable to attend the May 30, 2014 through July 7, 2014 Unreasonable Institute in Boulder, Colorado (the 2014 Institute); B. Unreasonable carefully evaluated the Companys application and selected Company from many other qualified applicants to participate in the 2014 Institute subject to the terms and conditions of this Agreement. C. Unreasonable could not be more excited about supporting Company and knows that this contract is kind of a downer, but thats because it was written by a lawyer. NOW THEREFORE, in consideration of Unreasonable selecting Company to attend the 2014 Institute, and in further consideration and acknowledgement that many other applicants could have been selected by Unreasonable to attend the Institute, and in further consideration of the mutual promises set forth herein, the Parties agree as follows: 1. THE COMPANY SHALL: a. pay Unreasonable, on or before March 14, 2014, either U.S. $10,000 to send one representative, or U.S. $12,000 to send two representatives, to attend the 2014 Institute. Should payment not be timely received by Unreasonable, then Unreasonable may notify 1

Company of its failure to deliver payment in which event Company shall have 3 days to deliver the payment referenced herein. Should Company fail to ultimately deliver the payment, then Unreasonable may terminate this Agreement. This payment, whether in whole or in part, may be referred to in this Agreement as Tuition. In order to pay Tuition to Unreasonable, Company may either: i. Raise some or all of the Tuition on an online crowdfunding platform designed by Unreasonable (Marketplace). Money donated to Unreasonable either by members of Companys network, Unreasonables network, or the general public via the Marketplace belongs unconditionally to Unreasonable and will be deposited directly in Unreasonables account but credited to the Tuition payment obligation of the Company set forth above. If Company chooses to pay Tuition or a portion of Tuition via Marketplace (Marketplace Payments), then: 1. The payment shall be received by Unreasonable on or before March 14, 2014; 2. All donors contributing to Marketplace Payments will receive a donation receipt from Unreasonable (a USbased 501c3 non-profit) for their contribution. Donors who are US taxpayers may be able to receive a tax deduction for their contribution. 3. In the event Company voluntarily elects not to attend the 2014 Institute, or fails to timely pay Unreasonable any amount due, then Company relinquishes and forever waives any claim to a refund of any payment received by Unreasonable via Marketplace payments. The reason for this is that, as a registered 501(c)3, United States non-profit corporation and in compliance with United States Internal Revenue Service regulations,

Unreasonable must retain full control of funds deposited within its account. 4. Should there be Extenuating Circumstances (as defined below) and the Company fails to attend the 2014 Institute, then Company may petition Unreasonable to refund money to the Company. Any such refund shall be made at the sole and absolute discretion of Unreasonable, and may only be for an amount up to the maximum amount Company raised through Marketplace and its anticipated participation at the 2014 Institute. Unreasonable will decide what portion, if any, of its Marketplace Payments will be granted to Company. In order to petition for the return of any funds raised on Marketplace, Company must concurrently submit a formal grant proposal to Unreasonable, including exactly what the funds would be used for, and evidence supporting that Company will apply the funds in a manner that is in alignment with Unreasonables charitable purpose, and a detailed budget for the project. Final approval for disbursement of these funds to Company must come from Unreasonables Board of Directors. If Unreasonable decides to grant money to Company, Company will receive amount Unreasonable deems appropriate less a 10% administrative fee. Or, ii. pay some or all of the Tuition by March 14, 2014 without using the Marketplace, either out of existing funds or through raising Tuition through other means. Further explanation of the terms of payment and rationale are set forth on Exhibit A which is attached and incorporated into this Agreement. 3

b. Attend Unreasonable from May 30-July 7, 2014 in full with no more than 4 days of absence or the written consent of the Unreasonable team to be absent for longer. The Company and Unreasonable understand extenuating circumstances to mean unusual or extreme circumstances largely outside the control of the Company that prevent the Companys representatives from attending the 2014 Institute. Such extenuating circumstances could include, with respect to the Companys representative(s) selected to attend the 2014 Institute, his/her: ill health, serious family emergency, inability to acquire a visa, suddenly having to care for someone, material legal problems, bereavement, industrial action, jury duty, or force majeure (collectively, Extenuating Circumstances). 2. UNREASONABLE SHALL: a. Prepare for and provide a 5-week training program to Company, including access to mentors and potential funders from May 30 -July 7, 2014 at the 2014 Institute. b. Reach out to its network to help support Company on the Unreasonable Marketplace c. Confirm in writing the actual Tuition payment received by Unreasonable that was made by the Company, or any U.S.-based donor on behalf of the Company. 3. GENERAL PROVISIONS: a. Enforcement; Attorneys Fees. In the event that any Party is required to commence any action or proceeding against the other in order to enforce or interpret the provisions hereof, the prevailing Party in such action shall be awarded, in addition to any amounts or relief otherwise awarded, all reasonable costs incurred in connection therewith, including attorneys' fees. b. No Partnership. None of the terms or provisions of this Agreement shall be deemed to create a partnership between the Parties in 4

their respective businesses or otherwise, nor shall it cause them to be considered joint venturers or members of any joint enterprise. c. Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which shall constitute one and the same instrument. d. Notices. All notices, statements, demands, requirements, or other communications (Communications) required or permitted to be given, served, or delivered by or to either Party or any intended recipient under this Agreement shall be in writing and shall be either sent via email, delivered by hand, sent by a nationally recognized overnight courier service, or prepaid certified or registered mail, return receipt requested, to the Party or intended recipient at its address stated below, or to such other address as either Party may from time to time have notified the other Party as being its address for purposes of this Agreement to the exclusion of all previously applicable addresses. Such Communications shall be deemed to have been given, served, or delivered: i. if delivered by email, within 24 hours; ii. if delivered by hand, upon delivery; iii. if delivered by overnight courier, on the next business day following the date of delivery to the courier; or iv. if sent by mail, two days after the date of mailing: e. Amendment. The provisions of this Agreement may be abrogated, modified, rescinded or amended in whole or in part only by a written and signed agreement of all of the Parties. f. No Waiver. No provision of this Agreement may be waived except by written instrument signed by the Party to be charged with such waiver. Failure by any Party to this Agreement to enforce any provision of this Agreement shall not constitute a waiver of such provision, and no waiver by any Party to this Agreement of any 5

provision of this Agreement on one occasion shall constitute a waiver of any other provision or of the same provision on another occasion. g. Captions. The section and subsection captions used in this Agreement are included for convenience only, and shall be irrelevant to the construction of any provision of this Agreement. h. Governing Law. The validity and effect of this Agreement shall be determined in accordance with the laws of the State of Colorado, United States of America. The Parties to this Agreement consent to the jurisdiction of the state and Federal courts located in the state of Colorado. i. Entire Agreement. This Agreement and the exhibits attached hereto constitute the final and complete expression of the Parties' agreements. Each Party agrees that it has not relied upon or regarded as binding any prior agreements, negotiations, representations or understandings, whether oral or written, except as expressly set forth herein. i. Each party, if decided, has the option to substitute this agreement for a separate revenue-sharing agreement. j. Authority. Each Party executing this Agreement represents and warrants to the other Party that: i) the signatory to this Agreement has the requisite authority to execute this Agreement; ii) all action necessary to be taken by the respective Party to authorize and approve of the signatory executing this Agreement has been properly taken prior to the date of execution; and, iii) that the affixing of a signature to this Agreement unconditionally binds the Party to this Agreement.

k. E-Mail: The Parties acknowledge and agree that execution of this Agreement and a copy of the signed Agreement via e-mail shall be deemed conclusive and non-refutable evidence of a Partys 6

intention and commitment to be bound herein. The Parties shall follow-up such electronic deliveries of documents with counterparts of the referenced Agreements originally signed in multiple copies so each Party has a complete set originally signed by the other Party. l. Successors/Assignment. No Party may assign its interests herein unless approved in advance and in writing by the other Party. 4th day of February , 2014.

Executed this

UNREASONABLE INSTITUTE (UNREASONABLE)

[A COLORADO NOT-FOR-PROFIT COMPANY]

By: ____________________________ (Teju Ravilochan)

Title: Chief Executive Officer

Date: February 4, 2014

________________________ (COMPANY)

By: __________________________________

Title: ________________________________

Date: _______________________________

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Exhibit A Implications of Using Either of Above Payment Options:

In order for Company to make a fully informed decision about how it will pay Tuition, Unreasonable offers the following detailed explanation: 1. If Company chooses to pay Tuition or a portion of Tuition without using Marketplace and instead elects to pay funds directly to Unreasonable (Direct Payments), then: a. Company cannot receive a donation receipt for Direct Payments to Unreasonable, nor can funders who provide money directly to the Company to cover its Tuition via Direct Payment, as Tuition is being exchanged for a service and is thus not considered a donation. b. However, a donation receipt from Unreasonable, a 501c3 nonprofit in the US, can be given to anyone outside Company who makes Direct Payments on behalf of the Company to Unreasonable without the use of the Marketplace for the purposes of supporting Company to cover its Tuition. This contribution may be considered tax deductible and will be subject to the same considerations as Tuition raised on the Marketplace in the event of Companys withdrawal.

c. If the Company withdraws from participation in 2014 Institute due to extenuating circumstances, Company will petition Unreasonable to grant a sum equivalent to its Tuition to Company. Unreasonable will decide what portion, if any, of Tuition paid will be granted to Company. In order to petition for any funds raised on Marketplace, Company must submit a formal grant proposal to Unreasonable, including exactly what funds would be used for, an argument that those funds are being used in alignment with Unreasonables charitable purpose, and a detailed budget for the project. Final approval for disbursement of these funds to Company must come from Unreasonables Board of Directors. If Unreasonable decides to 8

grant money to Company, Company will receive amount Unreasonable deems appropriate less a 10% administrative fee. d. If Company withdraws from participation in 2014 Institute voluntarily, Company agrees to forfeit its right to reimbursement of Direct Payments of Tuition for voluntary withdrawal on the sliding scale described below. i. After February 15th, 2014, Company will be refunded 75% of paid Tuition. ii. After March 15th, 2014, Company will be refunded 50% of paid Tuition. iii. After April 15th, 2014, Company will be refunded 25% of paid Tuition. iv. After May 15th, 2014, Company will receive no refund for paid tuition. The reason for this sliding scale is that Unreasonable will use paid Tuition to prepare Service and more of these funds will be used each month. By May 15th, Unreasonable will have spent nearly all Tuition paid by Company and other participating companies on hiring summer staff, purchasing mentor flights, booking event spaces, purchasing food, leasing facilities and housing, and other expenses needed to provide Service. The above can be summarized in the table on the next page:

and voluntarily withdraws from the Institute, then Company relinquishes claim to any funds raised on Marketplace.

and withdraws due to Extenuating Circumstances, then Company must submit a formal grant proposal for Unreasonables consideration. Unreasonable will determine how much, if any, of portion of Tuition Company raised on Marketplace will be granted to Company. Company must submit a formal grant proposal for Unreasonables consideration. Unreasonable will determine how much, if any, of portion of Tuition Company raised on Marketplace will be granted to Company.

If Company raises Tuition or portion of Tuition on Marketplace (Tuition Payments)

If Company does not raise Tuition or portion of Tuition on Marketplace (Direct Payments)

Company agrees to forfeit its right to reimbursement of Tuition paid directly to Unreasonable on the sliding scale described above.

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