INCUBATION AGREEMENT
THIS INCUBATION AGREEMENT MADE AT AHMEDABAD ON THIS _____DAY OF____________,
2015 BY AND BETWEEN:
AASHRAY – Promotion of Social Enterprises Foundation, a Section 8 Company
incorporated under the provisions of the Companies Act, 2013, and having its
Registered Office at 201, Sarthik Square, Near GNFC Info Tower, S G Highway,
Ahmedabad- 380 054, Gujarat, India (“Incubator”, which expression shallinclude its
successors and permitted assigns)
AND
(Name of Incubatee),a Private Limited Company incorporated under the provisions
of the Companies Act, 2013, and having its Registered Office at (Address of
Incubatee)(“Incubatee”, which expression shall include its successors and
permitted assigns),
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WHEREAS,
Incubator has been established with the object to carry on business and
undertake the activities to set up and manage Incubation and Research Centre for
promotion of Innovations, setting-up of social enterprises and scaling of innovative
ventures and grassroots technologies, focus on building a pipeline of innovative
business ideas and/ or seed early stage enterprises by assisting innovators,
entrepreneurs, and researchers with an aim to create an enabling and inclusive
ecosystem that can provide the capacity building, handholding and incubation
support to social enterprise incubators who are or intend working towards creating
appropriate, sustainable and scalable social enterprises that have a significant social
impact for mitigating social problems and market failures.
Incubatee is engaged in Nature of business of Incubatee
The Incubatee has approached the Incubator with an incubatable business
idea for development and scaling up the idea and operations. The said business idea
(including technology) presented by the Incubatee has been reviewed by the
Incubator and has been approved and registered for Incubation.
Terms of reference of Incubation:
1. DEFINITIONS :
A. Incubation Charges: Amount payable under this Agreement by the
Incubatee to the Incubator for the Incubation Services availed.
B. Incubation Services:
means and includes business modeling,
organization and management, network support, mentoring support,
commercial and strategic advisory services, corporate affairs, financial
arrangement, business scaling and such other services as mutually
agreed by the Parties.
C. Incubation facilities: includes the work space, infrastructure and
facilities provided by the Incubator to the Incubatee.
D. Intellectual Property: All those knowledge, ideas, software, drawings,
design, circuits, algorithms, findings, methods, set-up of experiments,
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names of materials used and components, process of development,
manufacturing, physical proto-types etc., which may be result of the
various activities that has been carried out by the Incubatee after
entering into this Agreement.
2. Incubator’s responsibilities:
a. The Incubator shall provide Incubation Services and Incubation Facilities
as may be required by the Incubatee from time to time subject to
availability of such resource with the Incubator.
b. Incubator will designate a mentor.
c. Incubator will provide and maintain a Monitoring and Evaluation System
(“M&E System”) for Incubatee’s participation, for monitoring, research
and evaluation of the overall financial, social and environmental impact of
Incubator’s and Incubatees’ activities.
3. Incubatee’s Covenants:
a. The Incubatee declares that business idea (including technology) is not
in violation of any IPRs of third parties.
b. The Incubatee shall pay Incubation Charges as agreed upon in the
Annexures hereto.
c. The Incubatee shall state that it is “an AASHRAY incubated company”
in all external communications.
d. Incubatee shall participate in Incubator’s M&E System as provided, and
therein shall submit its progress report.
e. So long as this Agreement is in force, Incubator will have right to use
name, logo etc. of the Incubatee on its website, brochures and
communications and documents as and when required.
f. Incubatee shall not assign rights contained under this agreement to any
person without prior approval of the Incubator.
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g. The Incubatee shall provide annual Impact Assessment Report to the
Incubator.
4. Incubation charges for Incubation Services are given in Annexure I.
5. Intellectual property rights:
a. The Incubatee will have exclusive rights over Intellectual Property (ies)
developed as an outcome of this Agreement.
b. Incubator shall have right to ensure that benefits of such Intellectual
Property (ies) are available to Indian Public for reasonable period of
time.
c. In case of commercialization of the IP by way of sale or otherwise, the
Incubatee shall do so in consultation with the Incubator.
d. The Incubatee shall keep the Incubator informed of any application or
registration of any Intellectual Property developed as an outcome of
this Agreement.
e. The Incubatee shall acknowledge in writing the contribution of the
Incubator while registering for such Intellectual Property Right.
f. Intellectual Property (ies) developed by Incubatee will be made
available for use in India for a mutually agreed upon period.
6. Confidential Information:
a. The parties recognize that each of them will be given and have access
to confidential and proprietary information of the other Party. The
Parties undertake not to use any of such confidential information for
their own purposes or any other purpose without the prior written
consent of such other party and shall use their best efforts to keep
confidential and not to disclose to any third party any of the other
Party’s confidential and proprietary information except such
information are required by any statutory authority.
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7. Privileged rights:
a. For any reason whatsoever if at any stage of the Incubation the
Incubatee is unable to proceed with the project or does not want to
proceed, it will be considered as Termination under this Agreement
and all outstanding charges by the Incubator shall be refunded to the
Incubator.
b. Third party funds/ grants if any will be returned as per the guidelines.
c. In case of Full/Part sale of the project under incubation by the
Incubatee, all the outstanding Charges due to the Incubator including
any other funding provided to the Incubatee shall be converted into
Equity Shares (at par value) or partnership interests not exceeding
25% stake. Post conversion, remaining amount, if any, due to the
Incubator, shall be accounted for in the books of accounts of the
Incubatee as outstanding and shall be paid to the Incubator as soon as
possible.
d. The incubatee will consult the incubator on any Full/Part sale of the
project under incubation.
e. Incubator shall have right to use name of the Incubatee in all its
communications, publications, brochure etc.
8.
Indemnity:
The Incubatee shall indemnify and keep the Incubator indemnified
from all or any claim of Intellectual Property over the Project proposal
or the Project proposal being in violation of any registered Intellectual
Property and submitted Intellectual Property as the case may be. It also
agrees to indemnify, defend and hold us and our partners, agents,
officers, directors, employees, subcontractors, successors, assigns,
third party suppliers of information and documents, attorneys,
advertisers, product and service providers, and affiliates (collectively,
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"Affiliated Parties") harmless from any liability, loss, claim and
expense, including reasonable attorney's fees, related to your violation
of this Agreement or use of the Site.
9.
Term:
This Agreement shall be valid for a period of 3 (Three) years, which
may be renewed for two additional terms of one year each with mutual
consent of the Parties hereto.
10.
Termination:
a. Either party may terminate this Agreement by giving 60 (Sixty) days
prior notice to the other party in writing under due acknowledgment
from the other party.
b. Any outstanding payment shall be refunded not later than 60 days
from the date of notice to the Incubator by the Incubatee.
11.
Dispute Resolution :
If any dispute arises between the Parties hereto, the Parties hereto
shall endeavor to settle such dispute amicably. If the attempt to bring
about an amicable settlement is failed, then the dispute shall be
referred to and finally resolved by arbitration pursuant to the
Arbitration and Conciliation Act, 1996. The Tribunal shall consist of
one arbitrator mutually selected and appointed by all Parties hereto.
The language of the arbitration shall be English. The venue of
arbitration shall be Ahmedabad, Gujarat.
12.
General :
a. The Annexure(s) stated above shall form part of this Agreement for all
purposes from the date on which the terms and conditions contained
therein are agreed upon by both parties.
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b. All or any Notice under this Agreement shall be in writing under due
acknowledgment of the other.
c. This agreement may be altered only in writing and signed by each
party.
d. This Agreement shall be governed by the laws of India.
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IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET AND SUBSCRIBED THEIR
RESPECTIVE HANDS TO THESE PRESENTS ON THE DAY, MONTH AND YEAR
HEREIN WRITTEN:
For AASHRAY – Promotion of Social Enterprises Foundation
________________________
Rajendra Joshi
Director
For Name of Incubatee
______________________________________
Name & Designation of Signing Authority
Witnesses:
1.
2.
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ANNEXURE I
Incubation Charges:
The Incubatee shall pay following charges as consideration for the Incubation
Services rendered to the Incubatee as described below;
-
Registration charges:
Rs.10,000/- (one time)
-
Annual Incubation Charges:
Rs. 150000/-
_ Infrastructure Facility Charges: Rs………/-(per month)
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ANNEXURE II
PROFILE OF THE FOUNDER(S) WITH PHOTOGRAPHS
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