ANDELA TALENT ACCELERATOR LIMITED ANDELA FELLOWS AGREEMENT
This agreement (the “Agreement ”) by and between Andela Talent Accelerator Limited (the “Company”) of 314 Herbert Macaulay Road, Yaba, Lagos, and [ Insert Insert Name of Fellow] with residence at [ Insert Insert Address of Fellow] (the “Fellow” or “You”) is entered this [ ___ ] day of [_________], 20[__], effective when fully executed by all parties to the Agreement (each, a “Party” and collectively, the “Parties ”). Capitalized terms not otherwise defined herein shall have the meaning set forth on Exhibit A hereto. NOW THEN, WHEREAS, the Company is building a movement to train 100,000 of the most driven and competent information technology professionals in Africa, and in the process, inspire the continent; WHEREAS, You are an information technology professional in that movement; WHEREAS, the Company require capable, diligent and thought-leading employees to provide Work for the benefit of its Clients; and whereas the Company provides a unique education e ducation and employment experience that includes extensive training and support; and WHEREAS, Company desires to engage You in accordance with the terms and conditions of this Agreement; and whereas You are agreeable to such engagement. NOW, THEREFORE, in consideration of the recitals (above) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to be bound as follows: 1. Compensation: In full consideration for for all Work performed by You in compliance with this Agreement, the Company agrees to compensate You as set forth on Exhibit B to this Agreement. You expressly waive all rights to receive, and will not accept payments or consideration in exchange for the Work other than as set forth on Exhibit Exh ibit B. 2. Work: a. You agree to perform the Work in a professional manner during such reasonable working hours as may from time to time be necessary to meet the needs of the Company or the Client. You understand that You may be required to travel within and outside Nigeria to effectively perform the Work. b. You agree to devote your full business time, best efforts, skill, knowledge, attention, and energies to the advancement of the Company's business and interests and to the performance of your duties and responsibilities as an employee of the Company and not to engage in any other business activities without prior approval from the Company.
c. You shall be entitled to 15 Business Days’ vacation with pay in each calendar year in addition to all Public Holidays, to be taken at such times as may be approved by the Company. Your annual vacation shall accrue at a rate of 1.25 days per month. Any unused vacation time will be forfeited at the end of each calendar year. d. At all times during the Term (as defined below), You shall maintain residence in Lagos, Nigeria, and shall not, without Company’s prior written consent, perform any Work from a location outside of Lagos, Nigeria. 3. Professional Qualifications, Obligations: Fellow shall be qualified to perform the Work, and will actually perform the Work contemplated by this Agreement in accordance with prevailing standards of professional performance and ethics in North America and Nigeria, and in each of appurtenant Client’s geographic regions, including standards of performance not lower than the standard performance of top-tier employees specialized in the provision of services similar to those described herein. 4. Term and Termination: a. This Agreement shall remain in force for a fixed term of four years from the Start Date hereof (the “Term”) unless terminated in accordance with the terms of this Section. b. During the first three months immediately following the State Date (the “Trial Period ”), either Party may terminate the Agreement for any reason or no reason upon five days’ prior written notice. After the Trial Period, either Party may terminate the Agreement for any reason or no reason upon thirty days’ prior written notice. c. Notwithstanding the provisions of Section 4(b), the Company may also terminate the Agreement before the expiration of the four year term, on the grounds of i. Gross Misconduct; or ii. a Material Breach on Your part, that has not been cured within five days of Your receipt of a notice from the Company, specifying the alleged breach and intention to terminate, by giving You five days’ prior written notice. In this Agreement, the term “Gross Misconduct” means any wrongful, improper, unlawful conduct and includes acts of vandalism, arson, theft, assault, deliberate acts of violence or hostility to other employees, clients or customers of the Company, intoxication from drinks or drugs, fighting or other forms of physical abuse, deliberate or serious breaches of health and safety rules, gross insubordination, proffering or accepting bribes, falsified claims of reimbursements that are not previously agreed between the Company and Employee, attempts to financially defraud the Company; falsification of documents or other forms of misrepresentation, sexual assault, embezzlement, 2
open or covert hostility to employees on the grounds of race, marital status, sex (including pregnancy), age, religion, belief, nationality, ethnic or national origin, colour, disability or other unacceptable non-verbal conduct that denigrates a person, propositions or pressure for sexual activity or offensive flirtations, innuendo, lewd comments or abusive language which denigrates or ridicules , insults which are race related, or which relate to marital status, sex, age, religion or belief, downloading pornography, displaying or disseminating pornographic or sexually suggestive pictures, or the misuse of confidential information. In this Agreement, the term “Material Breach” shall include, but not be limited to: (i) Fellow’s Work is materially limited or restricted in any manner by the Client; (ii) any of the Fellow’s references, questionnaires other documentation or information provided to the Company from time to time is false; (iii) Fellow performs, in Company’s sole discretion, the Work in a materially negligent, incompetent or inefficient manner, and Fellow’s performance of the Work does not improve after the completion of a performance improvement programme; (iv) Fellow engages in insolent or offensive conduct while performing the Work; (v) Fellow represents the Company in an unprofessional manner on social media; (vi) Fellow fails to comply with all Company policies and procedures, including but not limited to the Company’s computer policy, property policy and employee interaction policy; (vii) Fellow is charged with a crime involving moral turpitude or is convicted of or enters a plea of no contest to any crime; (viii) Fellow uses illegal drugs; or (ix) Fellow causes material damage to Company assets or engages in any act of fraud, embezzlement, theft or other similar act with respect to the Company. 5. Consequences of Termination: In the event of termination, You shall return to the Company all property and Confidential Information received from the Company. You shall immediately cease using any passwords or other information provided by the Company for access to the Company’s or the Client’s systems, and You shall return to Company at Your own expense any equipment or software provided to You in connection with the Work. Payment for Work will include the last day of Work. The provisions of this Section, and Sections 9, 11, 12, 13, 14 and 15 shall survive termination of this Agreement for any reason. 6. Fellow Reporting Requirements: You agree to provide upon request of the Company professional references, or questionnaire responses or other documentation necessary for or related to the Work. You agree to notify the Company in writing immediately of a. any charge or conviction of any crime; b. any legal claim asserted against You or settled or adjudicated by or on behalf of You; or c. the initiation of any disciplinary action or inquiry concerning You by any party or entity or institution, including prior employers or contract counterparties.
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7. Background Check: You agree to submit to a background check. You will be required to execute authorizations for the Company to obtain consumer reports or investigative consumer reports and use them in conducting background checks as a condition to your employment. The Company may obtain background reports both pre-employment and from time to time during your employment with the Company, as necessary. 8. Client Billing: The Company shall bill for and collect from the Clients all fees and other compensation charged for your Work. You shall provide Company with all information reasonably necessary to permit such billing in a timely and accurate manner. 9. Ownership of the Work Product and Inventions: You acknowledge that Your performance of the Work will result in the creation of intellectual property and may result in the creation of patentable inventions. You hereby, among other things, assign all Work Product and Developments (as such term is defined in Exhibit D) to the Company and agree to comply with the terms and conditions set forth on Exhibit D. 10. Fellow Representations: You represent that you are not bound by any employment contract, restrictive covenant or other restriction preventing (or that purports to preven t) you from entering into employment with or carrying out your responsibilities for the Company, or which is in any way inconsistent with the terms of this Agreement. 11. Non-competition, Non-Solicitation, Non-Disparagement: a. You hereby acknowledge and accept that part of Your compensation as set forth in this Agreement is intended to induce You to agree to the restrictive covenants set forth in this Section 11. b. While You are employed by the Company and for a period of one year after termination or cessation of such employment for any reason, other than a termination or cessation by the Company’s request, You will not directly or indirectly: i. in the geographical areas that You performed the Work or in which the Client for whom you performed Work does business or has done business at the time of Your termination, engage or assist others in engaging in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that conducts business activities identical or similar to the business of the Company or otherwise competes with the Company’s business, including but not limited to businesses or enterprises that develop, manufacture, market, license, sell or provide any product or service that competes with any product or service developed, manufactured, marketed, licensed, sold or provided, or planned to be developed, manufactured, marketed, licensed, sold or provided, by the Company while You were employed by the Company; or
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ii. either alone or in association with others (a) solicit, induce o r attempt to induce, any employee or independent contractor of the Company to terminate his or her employment or other engagement with the Company, or (b) hire or recruit, or attempt to hire or recruit, or engage or attempt to engage as an independent contractor, any person who was employed or otherwise engaged by the Company at any time during the term of Your employment with the Company; provided, that this clause (b) shall not apply to the recruitment or hiring or other engagement of any individual whose employment or other engagement with the Company has been terminated for a period of six months or longer. c. For a period of one year following termination of this Agreement, You shall inform the Company of the identity and location of any entity to which You provide any services as an employee or in any other capacity if that entity can be reasonably considered to be a competitor to the Company. d. For a period of two years following termination of this Agreement, either alone or in association with others, solicit, divert or take away, or attempt to divert or take away, the business or patronage of any of the actual or prospective Clients, customers, accounts or business partners of the Company which were contacted, solicited, or served by the Company during Your employment with the Company and with whom You had personal dealings/involvement during Your employment with the Company. e. If You violate the provisions of any of the preceding paragraphs of this Section, You shall continue to be bound by the restrictions set forth in such paragraph until a period of, one year for violations of Section 11(b) and 11(c) and two years for violations of Section 11(d), has expired without any violation of such provisions. f. The Fellow understands and agrees that Fellow shall not make any false, disparaging or derogatory statements (through any type of media) to any person or entity, including, without limitation, any media outlet, industry group , financial institution or current or former employee, consultant, client or customer of the Company, regarding the Company or any of its directors, officers, employees, agents or representatives or about the Company’s business affairs or financial condition. 12. Obligation of Confidentiality: You agree to handle Confidential Information in accordance with Exhibit E to this Agreement. 13. No Contest: Fellow, in order to induce the Company to now contract hereunder, expressly waives any action, lawsuit, or claim anywhere outside of Nigeria that would, if successful, result actually or effectively in the payment of money damages or other items of value by the Company or any of the Company’s affiliates, and further that the bare act of instituting such an action shall cause the forfeiture of any and all claims by Fellow against the Company.
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14. Access to Information a. You acknowledge that during the course of your employment with the Company, you would be required to disclose certain personal information about yourself and your family including but not limited to information about the date and place of birth, place of residence, marital status, spouse’s name and address, number of children or dependents, state of origin, health risks, academic records and qualifications, and previous employment history (“Personal Information ”). b. You hereby undertake to provide the Personal Information to the Company upon request, and authorize the Company to deal with the Personal Information or any part of it, in accordance with the Company’s internal policies and guidelines as may be communicated to you from time to time, or as set out in the employees’ handbook as amended or modified from time to time. 15. Miscellaneous a. Limitation of Liability: The Company shall not be liable for, nor shall any measure of damages include, any indirect, incidental, special, exemplary, punitive or consequential damages or amounts for loss of income, profits or savings, loss of data arising out of or relating to its performance or failure to perform under this Agreement, even if the Company has been advised of the possibility of such damages or loss, provided that such disclaimer or exculpations of liability shall not apply to claims related to (a) Confidential Information under this Agreement or (b) a Company’s gross negligence, willful misconduct or fraud. b. Force Majeure: Neither Party shall be responsible for any damages, delay in performance or failure to perform by Fellow or Company, if caused by a Force Majeure Event provided that where either Party is aware of the likelihood of a Force Majeure Event occurring and of its effect on that Party’s ability to perform its obligations under this Contract, the said Party shall notify the other Party as soon as it becomes so aware and the Parties shall agree on how best to meet their respective obligations under this Agreement in the circumstances. Failure of the Party aware of the potential Force Majeure Event to notify the other Party shall prevent it from seeking to rely on the provisions of this Section. If upon the occurrence of a Force Majeure Event, a Party is prevented from performing its obligations under this Agreement such Party shall inform the other Party in writing within 72 hours of the Force Majeure Event and the affected Party shall do all things reasonably possible to abate the event Force Majeure Event and shall resume performance as soon as such Force Majeure Event has abated. If a Force Majeure Event lasts for more than 90 consecutive days after the initial notice of such event was issued pursuant to this Section, the Parties shall consult in good faith to enable continued performance under this Agreement. If the Parties cannot agree within seven days following commencement of good faith consultations, either Party may immediately terminate this Agreement without penalty.
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c. Assignment: Company may, in its sole discretion, assign this Agreement to any entity that succeeds to some or all of the business of Company through merger, consolidation, or sale of some or all of the assets of Company, or any similar transaction. Fellow acknowledges that the services to be rendered to Company are unique and personal and therefore Fellow may not assign any rights or obligations under this Agreement. d. Waiver: No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion. e. Severability: In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. f. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Nigeria without reference to the conflict of law provisions thereof. Any action, suit, or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a court located within Nigeria and the Company and the Fellow each consents to the jurisdiction of such a court. If either Party hereto incurs any legal fees to enforce this Agreement, it is agreed that the prevailing Party shall be entitled to payment of reasonable legal fees, expert witness fees, and all associated costs, including costs and fees on appeal, such fees and costs to be paid directly and entirely by the unsuccessful or non prevailing Party. g. Counterparts: This Agreement may be executed by electronic or facsimile signature, and by either of the parties in counterparts, each of which shall be deemed to be an original, but all such counterparts shall constitute one and a single instrument. h. Notices: All notices and other communications required or permitted under this Agreement shall be deemed to have been duly given and made if in writing and if served either by personal delivery to the Party for whom intended (which shall include delivery by reputable courier such as UPS, DHL, FedEx or similar service) or three (3) Business Days after being deposited, postage prepaid, certified or registered mail, return receipt requested with the relevant mail c arrier bearing the address shown in this Agreement for, or such other address as may be designated in writing hereafter by, such Party. i.
Equitable Relief: The parties acknowledge that their remedies at law for any breach or threatened breach of this Agreement may be inadequate. Therefore, a Party shall be entitled to seek injunctive and other equitable relief restraining a Party from violating this Agreement, in addition to any other remedies that may 7
be available to it under this Agreement or applicable law. Nothing herein shall be construed as prohibiting Company from pursuing all or any other remedy available at law or equity, including the recovery of damages from Fellow. j.
Entire Agreement; Amendment: This Agreement supersedes all prior agreements, written or oral, between the Fellow and the Company relating to the subject matter of this Agreement. Fellow acknowledges that any compensation owed for services performed prior to the date of this Agreement shall be waived or included as compensation under the present Agreement. This Agreement may not be modified, changed or discharged in whole or in part, except by an agreement in writing signed by the Fellow and the Company. The Fellow agrees that any change or changes in the Fellow’s duties following a promotion, or which are required to address the demands of the business operations, or the capabilities and performances of the Fellow, or any change in the salary or compensation after the signing of this Agreement shall not affect the validity or scope of this Agreement. Provided however that the Company may only reduce the gross salary, with the Fellow’s prior written consent.
k. Right to Counsel: Fellow has enjoyed the full opportunity to have this Agreement reviewed or revised by an attorney of his choosing at his sole expense, and has either exercised or expressly waived that right. [Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date. Fellow:
For Employer (Andela Talent Accelerator):
Name:
Name:
Signature:
Signature:
Date:
Date:
Exhibit A Definitions
“Business Day” means a day, except a Saturday, Sunday or Public Holiday on which banks in Lagos, Nigeria are open for business. “Client ” means a third party that contracts Andela to provide it, or one or more affiliates, with development services. “Confidential Information ” means all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company’s or any of its business or financial affairs. By way of illustration, but not limitation, Confidential Information may include discoveries, ideas, inventions, products, product improvements, product enha ncements, processes, methods, techniques, formulas, compositions, compounds, negotiation strategies and positions, projects, developments, plans (including business and marketing plans), research data, clinical data, financial data (including sales costs, profits, pricing methods), personnel data, computer programs (including software used pursuant to a license agreement), customer, prospect and supplier lists, and contacts at or knowledge of Clients or prospective Clients of the Company. Confidential Information shall also include, but not be limited to, third party information of the type described above that is provided by a Client to the Company or to the Fellow in connection with the Work. Confidential Information shall not include any information which becomes generally available to the public other than as a result of a disclosure by or wrongful act of the Fellow. “Force Majeure Event ” means embargoes, changes in government regulations or requirements (executive, legislative, judicial, military or otherwise), acts of war or terrorism, power failure, electrical surges or current fluctuations, lightning, earthquake, flood, the elements or other forces of nature, delays or failures of transportation, or acts or omissions of telecommunications common carriers. “Public Holiday ” means a day declared by the Federal Government of Nigeria as a work-free day. “Work ” means the computer programming development services and other activities assigned to and performed by the Fellow, including those activities set out on Exhibit C of this Agreement, as updated from time to time. “Work Product” means all tangible results of work, and all programs, analysis, reports, systems, data, plans, specifications and materials, including but not limited to, images, graphic user interface, source or object code, and any documentation and notes associated with the Work, in whatever form, produced or created by or for Fellow as a result of, or related to, performance of the Work.
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Exhibit B Compensation
Pay Rate: Fellow will be paid the gross salary of Naira [enter monthly salary] monthly, inclusive of all applicable taxes, pension contributions, national housing fund contributions and all other deductions or withholding pursuant to any law or requirement of any governmental body relating to Fellow. Such gross salary may be adjusted from time to time in the sole discretion of the Company in accordance with Fellow’s performance, ability to take on responsibilities, technical skill and customer satisfaction. Provided however that the Company may only reduce the gross salary, with the Fellow’s prior written consent. Payment: Payments shall be delivered by electronic funds transfer or Automated Clearing House (“ACH”) unless otherwise agreed in writing between Company and Fellow. Hours: Fellow will work on a full-time basis of forty hours per week. Savings Plan: The Company shall arrange for $100 to be deposited monthly into a savings account to benefit the Fellow (the “Savings Plan”). The Savings Plan will be supplemented with $200 after the end of the Term. Fellow will receive the proceeds of the Savings Plan after the Term provided that the Fellow remains employed by the Company. Expenses: Expense reimbursement will be as according to Company’ expense policy, as amended from time to time. Start Date: Fellow’s Start Date is [enter start date].
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Exhibit C The Work
Duties and responsibilities of the Work will be as designated by the Company, with an initial focus on software development and consulting including but not limited to: !
Working with Client application and product development teams.
!
Implementing software solutions using web and mobile technologies.
!
Assisting in designing architecture of solutions using third-party application program interfaces, services and software libraries.
!
Seeking and assessing new technology solutions to challenges identified by Client.
!
Engaging in ongoing training and professional development as directed by Company.
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Exhibit D Ownership Of The Work Product and Inventions
Except as otherwise provided by and between Company and the Client, Fellow agrees as follows. 1. The Fellow has attached hereto, as Schedule A, a list describing all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, which were created, made, conceived or reduced to practice by the Fellow prior to the Fellow’s Service and which are owned by Fellow, which relate directly or indirectly to the current or anticipated future business of the Company, and which are not assigned to the Company hereunder (collectively, “Prior Developments ”); or, if no such list is attached, Fellow represents that there are no Prior Developments. Fellow agrees not to incorporate any Prior Developments into any Company or Client product, material, process or service without prior written consent of an officer of the Company. If Fellow does incorporate any Prior Development into any Company or Client product, material, process or service, Fellow hereby grants to the Company and Client a non-exclusive, worldwide, perpetual, transferable, irrevocable, royalty-free, fully-paid right and license to make, have made, use, offer for sale, sell, import, reproduce, modify, prepare derivative works, display, perform, transmit, distribute and otherwise exploit such Prior Development and to practice any method related thereto. 2. The Fellow will make full and prompt disclosure to the Company of all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, (a) which have been created, made, conceived or reduced to practice by the Fellow or under Fellow’s direction or jointly with others prior to the date hereof and which relate directly or indirectly to the business of the Company or Client, or (b) which are created, made, conceived or reduced to practice by the Fellow or under the Fellow’s direction or jointly with others during the Fellow’s Service, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “ Developments ”). The Fellow acknowledges that each original work of authorship which is made by the Fellow (solely or jointly with others) within the scope of and during the period of Fellow’s Service and which is protectable by copyright is a “work made for hire.” A “work made for hire” is a work prepared by an employee within the scope of his or her employment. Such “works made for hire” inure to the benefit of and are owned by the Company. 3. The Fellow agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all the Fellow’s right, title and interest in and to all Developments (other than Prior Developments listed on Schedule A, if any) and all related patents, patent applications, copyrights and copyright applications. However, this paragraph 3 shall not apply to Developments described in clause 2(b) above which do not relate to the business or research and development conducted or planned to be conducted by the Company or the Client at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by the Fellow not during normal working hours, not on the Company’s or Client’s premises and not using the Company’s or 5
Client’s tools, devices, equipment or Proprietary Information. The Fellow understands that, to the extent this Agreement shall be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 3 shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes. . 4. The Fellow agrees to assign and hereby does assign to the Company (or any person or entity designated by the Company) all of the Fellow’s right, title and interest in and to all Work Product. 5. The Employee agrees to cooperate fully with the Company or the Client, both during and after the Fellow’s Service, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Fellow shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company or Client may deem necessary or desirable in order to protect its rights and interests in any Development. The Fellow further agrees that if the Company or Client is unable, after reasonable effort, to secure the signature of the Fellow on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Fellow, and the Fellow hereby irrevocably designates and appoints each executive officer of the Company as the Fellow’s agent and attorney-in-fact to execute any such papers on the Fellow’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence
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Schedule A Prior Developments LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP EXCLUDED UNDER EXHIBIT D
Title
Date
Identifying Number or Brief Description
Except as indicated above on this Schedule A, I have no Prior Developments to disclose pursuant to Exhibit D of this Agreement.
FELLOW:
By: Name:
Exhibit E Confidential Information
Obligation of Confidentiality
a. You agree that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible or intangible material containing Confidential Information, whether created by You or others, which come into Your custody or possession, shall be and are the exclusive property of the Company to be used by You only in the performance of Your duties for the Company and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company. All such materials or copies thereof and all tangible property of the Company in Your custody or possession shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of Your employment for any reason. After such delivery, You shall not retain any such materials or copies thereof or any such tangible property. b. You agree that Your obligation not to disclose or to use information and materials of the types set forth in paragraph (a) above, and Your obligation to return materials and tangible property, set forth in paragraph (a) above, also extends to such types of information, materials and tangible property of Clients or other third parties who may have disclosed or entrusted the same to the Company or to You in the course of the Work or otherwise.
