First Contract Template (Non-negotiable, Mandatory and Immediate)
Before any engagement with Preseed, sign this for we will introduce you to some very worthy people and we want our time and connection based investment to be protected.
This Term Sheet executed on the date on which the last party hereto affixed it’s signature hereto (“Effective Date”) between Preseed Venture Private Limited CIN U74900UP2014PTC062407 (“Advisor”) ____________________ (“Promoter”), founder of ________________, CIN ___________(“Company (__)/ Individual (__)”)*, (hereinafter, the Advisor, the Company (__)/ Individual (__) and the Promoter may be individually be referred to the “Party” and shall collectively be referred to as the “Parties”.) This Term Sheet is legally binding on all Parties. The Parties agree that this Term Sheet is not an agreement to agree or an agreement in principle. This Term Sheet shall be governed in all respects by the laws of India.
The Company (__)/ Individual (__) is engaged in the business of _____________________________ (“Business”) and the Promoter is an expert in the Business with his knowledge, reputation, and goodwill over the years in the said sector of the Business.
The Advisor is a business incubator and accelerator.
The Parties desire to explore, evaluate, discuss, negotiate and execute strategic partnership options in relation to the Business, services provided by the Advisor and any business of Advisor, both present and future (“Purpose”).
The Parties agree that in the course of negotiation and execution of the Purpose, the Advisor may introduce or refer the Promoter and/or the Company (__)/ Individual (__) to corporations, enterprises, partnerships, concerns, associations, trusts or other entities or organizations (whether or not having separate legal personality), who is not a party to this Term Sheet (including but not limited to the employees, agents representatives and associates of the Advisor) (“Advisor’s Associates”).
The Parties are desired to prevent the unauthorized association of any nature whatsoever directly or indirectly, for commercial gain or otherwise, of the Promoter and/or the Company (__)/ Individual (__) with any such Advisor’s Associates, without prior written approval of the Advisor. Accordingly, the Parties agree that any such association or arrangement of the Promoter and/or the Company (__)/ Individual (__) with any such Advisor’s Associates shall be only made and such association shall only be used, in accordance with the terms and conditions of this Agreement.
The Parties agrees and acknowledges that without prior written approval of the Advisor, in writing, the Promoter and/or the Company (__)/ Individual (__) shall not, at any time,
- (i) Enter into any commercial agreement or any written instrument with, or (ii) Commence any work for/with, or (iii) Transfer any shares of the Company (__)/ Individual (__) to, or (iv) Finalize any arrangement with, any Advisor’s Associates or any of their representatives;
- Directly or indirectly avail or attempt to avail financial gains or other non-monetary gains of any nature, with any Advisor’s Associates or any of their representative; and/or
- Discuss/disclose the provision of this Terms Sheet or any other information shared by the Advisor, orally or in writing in relation to the Purpose, of any nature whatsoever.
3. Deemed Rights of the Advisor
- All conversations between the Company (__)/ Individual (__) and the advisor or any of the advisor’s associates or investors will be the copyright of the advisor. This implies that the records of all calls and its usage will be the advisor’s prerogative. We use this content for sharing with people who on hearing these conversations, get aligned with us, and in turn, start aiding us in aiding you. There is intellectual value in these conversations, and it is on this value that we grow our network. Most importantly,
- Notwithstanding anything to the contrary herein, the Parties agree and acknowledge that in the event the Promoter and/or the Company (__)/ Individual (___), violate/breach Clause 2.(a) and/or Clause 2(b) herein, directly or indirectly, the Company (__)/ Individual (__) shall automatically be obligated to pay the Advisor 50% (Fifty ) of any commercial gain/benefit of whatsoever nature availed/to be availed by the Promoter and/or the Company (__)/ Individual (__) from the Advisor’s Associates or its representatives.
This Term Sheet shall constitute a legally binding agreement of the Parties and their respective legal heirs, successors, legal representatives, administrators, executors and permitted assigns. The Parties agree that the term of this Term Sheet shall be applicable and binding on the Parties irrespective of any change in their shareholding, change in control or change in ownership of any of the Parties.
The invalidity or unenforceability of any particular provision of this Term Sheet shall not affect any other provision hereof, but this Term Sheet shall be construed and enforced as if such invalid or unenforceable provision was omitted.
IN WITNESS WHEREOF the Parties hereto have set their hands on the day, month and year first herein below mentioned.
For and on behalf of THE ADVISOR
For and on behalf of THE Company (__)/ Individual (__)
For THE PROMOTER