HyperQuark Research Fellowship Agreement

1. What this Agreement is for

1.1 This Agreement sets the terms on which you take part in the Fellowship and, in particular, who owns the work done in it. You must sign it before you take part in any cohort. Until you have signed it you cannot hand in work, upload files or post in the Fellowship's studio.

1.2 Read all of it before you sign. You may take as long as you need, ask questions at contactus@insiderone.in, and take independent legal advice. If you do not agree to it, do not sign it and do not take part.

2. Definitions

2.1 "Fellowship Work" means everything you create, conceive, write, develop or reduce to practice, alone or with others, in the course of or in connection with the Fellowship, in any form and whether finished or not, including work created in the cohort you are joining or taking part in before the day you sign. It includes weekly reports, reports, papers, drafts, notes, presentations, recordings and demonstrations; software code, notebooks, models, model weights and prompts; datasets you compile, clean or derive; analyses, results, figures and designs; methods, algorithms, ideas, inventions, improvements, discoveries and know-how; messages and files you post in the studio; any feedback or suggestions you give about the Company's products, tools or services; and every copy, adaptation, translation and derivative of any of them.

2.2 "Intellectual Property Rights" means copyright and related rights, rights in computer programs and databases, patents and the right to apply for them, rights in inventions, design rights, rights in confidential information, know-how and trade secrets, and every similar or equivalent right anywhere in the world, whether registered or not, including the right to apply for, renew and extend them and to sue for past, present and future infringement.

2.3 "Background Material" means anything you created or owned before you joined the Fellowship, or create outside it without using the Company's resources, Confidential Information or any Fellowship Work.

2.4 "Third-Party Material" means material owned by someone else, such as public datasets, published papers and open-source software, used under its owner's licence.

3. The Fellowship is educational, voluntary and unpaid

3.1 You take part as a volunteer. You are not an employee, worker, consultant, contractor, partner, agent or representative of the Company or any Affiliate, and nothing in this Agreement makes you one. You cannot bind the Company.

3.2 You will not receive any salary, stipend, fee, royalty, commission, share of revenue or profit, equity, or any other payment or benefit for taking part or for the Fellowship Work, whatever use the Company makes of it and whatever value it produces.

3.3 In exchange for your promises in this Agreement, the Company gives you a place in the Fellowship, its research packs, training, mentoring, written feedback on your work, authorship of publications as clause 7 describes, access to the studio and, if you meet the completion requirements, a certificate anyone can verify. You agree that this is good and sufficient consideration for everything you give under this Agreement, including the assignment in clause 4.

3.4 The Fellowship is not a route to employment, and no offer of employment is made or implied.

3.5 The Fellowship is a research training programme run for the benefit of its fellows. Fellows study and apply published research methods to public data and open models, with readings, supervision, feedback and assessment. They are not given the Company's product work to do, and the Company does not rely on them to do work its staff would otherwise do. Any later use of the Fellowship Work under clause 6 does not change this.

4. The Company owns the Fellowship Work

4.1 You hereby assign to the Company, by way of present assignment of present and future rights, all right, title and interest in the Fellowship Work and all Intellectual Property Rights in it. Fellowship Work that does not yet exist is assigned to the Company as soon as it comes into existence.

4.2 As section 19 of the Copyright Act, 1957 requires: (a) the work assigned is the Fellowship Work defined in clause 2.1; (b) the rights assigned are all the rights in it, including every right listed in section 14 of that Act, among them the rights to reproduce it, store it by any means, issue copies, communicate it to the public, perform it, make translations and adaptations of it and, for a computer program, sell or rent copies of it; (c) the assignment is for the full term of each right, including every renewal and extension; (d) the territory is the whole world; and (e) no royalty or other amount is payable, the consideration being as set out in clause 3.3.

4.3 The assignment covers every medium and mode of exploitation, whether it exists now or is developed later, and specifically: software, applications and online services; artificial intelligence and machine-learning systems, including training, fine-tuning and evaluating models on the Fellowship Work; the products, tools and features of insiderOne, the Lab and any Affiliate; research publications, preprints, articles, books, courses and presentations; datasets; patents; and licensing to others, commercially or not.

4.4 The assignment does not lapse if the Company does not exercise the rights within one year, or at all. Section 19(4) of the Copyright Act, 1957 does not apply to it.

4.5 Where the law that applies does not allow a right to be assigned, you grant the Company an exclusive, perpetual, irrevocable, worldwide, royalty-free licence, transferable and sublicensable through any number of tiers, to exercise that right in every way the assignment would have allowed.

4.6 Where Fellowship Work is made jointly with other fellows or with the Company's staff, your share in it is assigned under this clause, and you will not claim any right as a joint author or joint owner.

4.7 Only the Company decides whether to apply for, register, maintain or abandon any Intellectual Property Right in the Fellowship Work, in its own name or an Affiliate's, anywhere. You will not apply to register any right in the Fellowship Work yourself or help anyone else to.

5. Inventions and further documents

5.1 You will tell the Lab promptly and in writing about any invention, method or discovery that forms part of the Fellowship Work.

5.2 During and after the Fellowship, whenever the Company asks, you will sign any further document and do anything else reasonably needed to confirm, record, register, defend or enforce the Company's rights in the Fellowship Work, including a confirmatory deed of assignment, a declaration of inventorship or any form a patent or copyright office requires. You will do so within 14 days of being asked. Where a document must be signed in a particular form, such as an Aadhaar-based electronic signature, a digital signature certificate or ink, you will sign it in that form. The Company pays any official fees.

5.3 Where the law requires the inventor of an invention to be named, you will be named as an inventor if you are one. Being named gives you no ownership of the invention or any patent, and no right to payment.

6. How the Company may use the Fellowship Work

6.1 Subject only to clause 7, the Company, its Affiliates and anyone they authorise may use the Fellowship Work in any way, anywhere, at any time and for any purpose, without asking you, telling you, paying you or naming you. This includes using, copying, changing, adapting, translating, combining it with other material, building on it, commercialising, selling, licensing, publishing, keeping it confidential or not using it at all, and using it in, or to develop, any product, tool, feature, service, model or research of insiderOne, the Lab or any Affiliate.

6.2 Subject to clause 7.2, the Company decides whether, when, where, in what form and under what licence any Fellowship Work is published, and may withdraw anything it has published.

6.3 Rights in the Fellowship Work are subject to the licences of any Third-Party Material it contains. The Company is responsible for its own use of that material.

7. Authorship and publication

7.1 Authorship. When a paper, report, preprint, dataset or benchmark based substantially on Fellowship Work is published by the Company or approved under clause 7.2, every fellow who made a substantial intellectual contribution to it is named as an author, with their contribution described by role and their affiliation given as the HyperQuark Research Fellowship, unless that fellow asks in writing not to be named. Anyone who contributed less is acknowledged by name. Authorship and the order of authors follow the Lab's published authorship policy; where the authors disagree, the Lab's research lead decides after hearing each of them.

7.2 Publishing a paper. You may, alone or with other authors, submit a paper, preprint or talk based on Fellowship Work to a journal, conference or preprint server once the Company has approved it. Send the Lab the final text and any code or data to be released with it. Within 30 days of receiving them, the Company will approve it or say in writing what must change. It may only: (a) require the removal of Confidential Information, including anything about the Company's products, systems or methods, or of personal data; (b) delay publication by up to 90 more days so that it or an Affiliate can apply for a patent or other right; (c) require changes the Fellowship's research ethics charter or data rules call for; and (d) require that the Lab is not named as an affiliation, if the Lab's research lead finds that the main claims are not supported by the evidence and says why in writing. If the Company has not answered within 30 days, you may remind it in writing, and if it has not answered within 14 days of the reminder, the paper is approved as sent.

7.3 Licence to publish. As owner of the rights, the Company will grant any licence, or sign any form, that a publisher or preprint server reasonably needs to publish a paper approved under clause 7.2. The Company chooses the licence.

7.4 Everything else. Outside the publications in clause 7.1, the Company decides whether, how and where anyone is named in connection with the Fellowship Work, including in products, tools, features and marketing, and has no obligation to name you there.

7.5 Being named as an author or an inventor gives you no ownership of the Fellowship Work, no right to payment and no right to control how the Company uses it, and does not change clauses 4 to 6.

7.6 Your certificate, if one is issued, records that you took part in and completed the Fellowship. It gives you no right in the Fellowship Work.

8. Moral rights

8.1 Section 57 of the Copyright Act, 1957 and similar laws elsewhere may give an author the right to claim authorship of a work and to object to its distortion, mutilation or modification. To the fullest extent the law allows, and subject only to clause 7.1, you consent now to each of the following by the Company, its Affiliates, successors and licensees: publishing, using or commercialising the Fellowship Work without naming you, or naming others with it; changing, editing, adapting, abridging, translating or extending it, combining it with other material, or using only part of it; building it into software, AI systems, products and services; and ceasing to use, deleting or destroying it.

8.2 To the fullest extent the law allows, you waive and agree not to assert any moral right in the Fellowship Work against any of them. Where a right cannot be waived, you agree not to exercise it in any way that restricts a use this Agreement permits.

9. No claims

9.1 You will not at any time make any claim or demand, or start or support any legal proceeding, against the Company, any Affiliate, or any of their directors, officers, staff, successors or licensees: (a) for payment, royalty, compensation, a share of revenue or profit, equity or any other benefit arising from the Fellowship Work or its use; (b) for credit, attribution, acknowledgement or recognition beyond what clause 7 provides; or (c) challenging the Company's ownership of the Fellowship Work, the validity or scope of the assignment in clause 4, or any application or registration the Company or an Affiliate makes for it.

9.2 You release the Company, its Affiliates and those people from every claim of a kind described in clause 9.1 that you have or may have.

9.3 Nothing in this Agreement limits a right that the law does not allow to be excluded, or stops you from enforcing this Agreement itself.

9.4 Nothing in this Agreement stops you from reporting a possible breach of law to a regulator, a court, the police or another public authority, or from giving evidence to any of them.

10. Your promises

10.1 You promise that: (a) you are at least 18 years old and legally able to enter into this Agreement; (b) the Fellowship Work you contribute is your own original work, apart from Third-Party Material you identify, and does not infringe anyone's rights; (c) no employer, university, institution, funder or anyone else has or will have any right in the Fellowship Work, and taking part does not break any agreement or rules you are bound by; if your employer's or institution's rules could give it rights in your work, you have its written permission to take part on these terms, and you will give the Lab a copy on request; (d) you will use Third-Party Material only as its licence allows and record where it came from and under which licence; (e) you will not put anyone else's confidential information, or personal data the Fellowship's rules do not allow, into the Fellowship Work; and (f) you will follow the Fellowship's published rules, including its research ethics charter and data rules, and say how you used AI tools.

10.2 If any of these promises stops being true, you will tell the Lab at once.

11. Background Material

11.1 You keep ownership of your Background Material. Do not include any of it in the Fellowship Work without telling the Lab in writing first.

11.2 If you include Background Material in the Fellowship Work, whether or not you told the Lab, you grant the Company and its Affiliates a non-exclusive, perpetual, irrevocable, worldwide, royalty-free licence, transferable and sublicensable, to use, copy, change and commercialise it as part of, or together with, that Fellowship Work.

12. Confidentiality

12.1 "Confidential Information" means non-public information you receive or see through the Fellowship, including unpublished Fellowship Work (yours and other fellows'), research packs, studio content and discussions, other people's personal data, and any information about the Company's products, systems, plans and methods.

12.2 You will keep Confidential Information secret and use it only for the Fellowship, during the Fellowship and for five years after your participation ends, and in the case of a trade secret for as long as it remains one. This does not apply to information that is or becomes public other than through you, that you already had lawfully, or that the law requires you to disclose; in the last case you will tell the Lab first where the law allows.

12.3 You will not publish, post, present, upload, submit or share any unpublished Fellowship Work, including to a journal, conference, preprint server, code repository, competition, blog or social network, without the Company's written permission. Papers, preprints and talks are approved under clause 7.2. For anything else, ask the Lab in writing; the Company will not refuse permission unreasonably, and will answer within 14 days of receiving your request.

12.4 You may say that you took part in the Fellowship, describe your role in general terms on a CV, professional profile or application, and share your certificate and anything the Company has itself made public.

12.5 You may use an AI tool on Fellowship Work or Confidential Information only if the tool does not use what it is given to train or improve its models, for example a tool whose terms or settings exclude training on your inputs, or an open model you run yourself. The Lab publishes a list of tools that meet this rule. Say how you used AI tools, as clause 10.1(f) requires.

13. Ending your participation

13.1 You may leave the Fellowship at any time by writing to the Lab. The Company may end your participation at any time, including if you break this Agreement or the Fellowship's rules.

13.2 When your participation ends, you will return or delete the Confidential Information and Fellowship Work you hold, other than what the Company has made public, and confirm that you have done so if asked.

13.3 Clauses 2, 3.2, 3.5, 4 to 12, 13.2, 14 and 15 continue after your participation ends and apply to all Fellowship Work created before then.

14. Your personal data and the signature record

14.1 To make, prove and enforce this Agreement, the Company records your name, email address and account identifier; the date and time you signed; your IP address, approximate country, device and browser; the version of this text and its SHA-256 fingerprint; and each confirmation you gave. The record cannot be changed after you sign. The Company keeps it for as long as any right under this Agreement lasts and for the period in which claims may be brought after that, as the Lab's privacy notice describes.

15. General

15.1 Electronic agreement. This Agreement is made electronically, as section 10A of the Information Technology Act, 2000 allows. Giving the confirmations, typing your full name and pressing "Sign" is your signature and shows that you intend to be bound. You can download a signed copy from the studio at any time.

15.2 Whole agreement. This Agreement is the whole agreement about your participation in the Fellowship and the Fellowship Work. It replaces any earlier contributor terms, and any website text, letter, message or statement, about those subjects, and you confirm that you are not relying on any of them.

15.3 Changes. This Agreement can be changed only by a new version that you sign. You may be asked to sign a new version to keep taking part.

15.4 Transfer. The Company may transfer any of its rights under this Agreement to an Affiliate or to anyone who acquires its business or the Fellowship Work. You may not transfer yours.

15.5 Severability. If a court finds any part of this Agreement invalid or unenforceable, that part is changed to the minimum extent needed to make it enforceable, or removed, and the rest continues in force.

15.6 No waiver. If the Company does not enforce a right straight away, it has not given it up.

15.7 Urgent relief. A breach of clause 4, 8, 9 or 12 could cause harm that money cannot put right, so the Company may ask any court for an injunction or other urgent relief, as well as any other remedy.

15.8 Law and disputes. This Agreement is governed by the laws of India. Any dispute arising out of or in connection with it, including about its existence or validity, will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by agreement or, failing agreement within 30 days of a written request, as that Act provides. The seat of the arbitration is New Delhi, its language is English, and hearings may be held online. Subject to this, the courts at New Delhi have exclusive jurisdiction, and either party may ask any court that has jurisdiction for urgent interim relief.

15.9 Language. This Agreement is written in English. If it is translated, the English text governs.