LoU NEN-VFT Incubator

This LETTER OF UNDERTAKING (“Undertaking”) is made by:

A company registered under the laws of India hereinafter referred to as “Incubator” (which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns), in favour of:

National Entrepreneurship Network, an Indian Trust with registered office at Tower – 3, 6^th Floor, SJR I Park, EPIP Zone – I, Whitefield Road, Bengaluru – 560066 hereinafter referred to as “NEN” (which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns).

WHEREAS:

• The Incubator shall mean the startup incubation center who registers with the ‘Wadhwani Venture Fastrack Program’ (“VFT Program”) through a technology enabled Platform (defined hereinafter) for VFT Program to avail the benefits of various pro-bono services and/or mentoring, offered by NEN through the VFT Program. “Platform” shall mean the ‘Wadhwani Fastrack Platform’ which is intended to enable Incubators to access, and benefit from the VFT Program. The Platform is a technology-enabled venue for startup/SMEs to:
• connect with their peers and exchange information and learnings;
• connect with professionals who have consented to act as consultants on an ‘on-demand’, pro-bono basis, for short-term projects, consulting assignments, advisory roles, and part-time resource needs; and
• learn about entrepreneurship and how they can transform their business.

The Platform is intended as forum for interaction and learning, and no sale of, or contracting for, products or services may take place on it.  The Platform is owned by WOF which owns the rights to the same, and has licensed and authorized NEN to deliver the VFT Program to the Incubator through the Platform or otherwise.

• VFT Program has been developed with the objective to improve the success of startups in Incubator’s cohorts, which need help/support to survive, stabilize and grow. NEN will be leveraging the Platform by providing high-impact consulting interventions to guide and mentor the businesses of the startups through their transformation journey, knowledge and expert resources such as business mentors, coaches, consultants and service providers, whether internal or external, to the entrepreneur with the intent of helping the entrepreneur grow their business.

NOW, THEREFORE, the Incubator hereby understands and undertakes that:

1. The Platform and VFT Program is being made available to the Incubator and to the startups in their cohorts on a pro-bono basis and in accordance with the terms of this Undertaking, and other terms and conditions of the VFT Program and the Platform;
2. NEN will work with the Incubator to provide the following:

• access of all the knowledge modules, case studies and reference materials to incubator personnel and the startups in their cohorts;
• road map of the VFT Program consisting of the various stages of the engagement with NEN including a 360-degree support to incubators/accelerators and incubated startups within the Incubator through the VFT Program;
• diagnostic/discovery of the problems faced by the startups who are part of the Incubator cohorts and produce a transformation plan, jointly in discussion with the Incubator, during the course of the VFT Program;
• build incubator’s/accelerator’s capacity to deliver consistent and better startup outcomes;
• build startup’s capacity to regularly assess their critical success elements to arrive at transformation plans ; and
• train and certify the Incubators/Accelerators to deploy VFT for is startups.
• in the first cohort NEN will run the VFT Program with the help of the Incubator, from second cohort onwards the cohort will be run by the incubator with 20% support from NEN.

The foregoing is subject to change as NEN deems fit, based on the needs of the VFT Program and the performance of the Incubator.

3. The business and all activities carried on by the Incubator are lawful in nature and all the necessary permits, consents, registrations , required to conduct the Incubator’s business under applicable law have been obtained and are valid and subsisting;
4. As part of the VFT Program, the Incubator may request or opt for commercial mentoring or other services engagement, with or without any fee, to be availed from the VFT Program’s external business mentors and/or other third-party empaneled service providers (together referred to as “Consultant”). The Incubator agrees and acknowledges that such engagement with the Consultants shall be outside the scope of the VFT Program and this Undertaking and the parties to such engagement shall mutually agree to the terms and conditions of such engagement. While NEN may facilitate the engagement between the Incubator/startups and the Consultant, NEN, (including its affiliates, licensors, agents and representatives)shall in no way be associated or held liable for any engagement between the Incubator/startups and the Consultants;
5. The Incubator shall inform in writing to NEN, within 7 (seven) days of accepting a proposal or a signing a commercial agreement with a Consultant.
6. All information, VFT Program materials (including documents, presentations etc.), advice, suggestions, recommendations, internal communications, that Incubator may receive, is granted access to, or comes to its knowledge, as part of the VFT Program (collectively referred to as “Material”), shall be kept confidential by the Incubator, and the Incubator shall undertake all measures to ensure that such is kept confidential and disclosure of the such information is made only to the employees, officers, directors or representatives of the Incubator on a need to know basis only.
7. Subject to the other terms and conditions for the use and access of the Platform, VFT Program and the Material, the copyright in all Materials, features and functionality on the Platform, including text, graphics, videos, audio recordings, software, algorithms, artwork, interfaces, photographs, logos, icons, and images and the selection and arrangement thereof along with any enhancements to or derivative works thereto (collectively, “Content”) is the exclusive property of NEN, and/or its licensors. None of the Content shall be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, without the prior written permission of NEN. All rights not expressly granted are hereby reserved.
8. The Incubator shall respect the time of the Consultants associated with the VFT Program and will always be proactive in communicating any changes in availability or unavailability, committed timelines, and committed tasks.
9. The Incubator, along with its team members, shall collectively spend at least 40 (forty) hours per month on the tasks in the work plan related to work streams related to work streams of discovery or transformation set up by the NEN.
10. The Incubator and the startups, as a top priority, shall share their feedback to improve both design and delivery and for capturing the impact of the VFT Program. To this effect, NEN and/or their appointed agencies shall conduct periodic surveys on the VFT Program or collect outcomes data (like revenue, funding, jobs, etc.) through the Platform from the Incubator and its startups (both current and alumni). The Incubator commits to set expectations on the importance for these inputs with its startups, provide access to them and facilitate comprehensive responses to these feedback and data collection efforts.
11. The Incubator undertakes to share, at the end of each calendar quarter, the information that NEN may request for accessing the effect of the VFT Program on the startups who are or have been part of the VFT Program at the Incubator. NEN may request for backup documents (like the below list) to validate the reported startup outcomes on periodic basis, and the Incubator shall work with its startups to promptly provide the same to NEN:

• On roll employees’ data and PF ECR (Electronic Challan cum receipt) data to support the same and/or employees’ roster (company document);
• Supporting documents such as contractor’s invoice and/or company’s attendance records with names of contract employees for all the contract employees working at a startup’s premises from 3^rd party agencies; and
• Estimated outsourced employees, if any.

12. The Incubator shall appoint two individuals who will be trained and NEN certified to run and facilitate VFT Program with Incubator’s startup cohorts (“Incubator Manager”). Profile of nominated Incubator Manager:

• Have dealt with running numerous cohorts of startups at an incubator.
• Have business consulting or business management experience with large companies.
• Manager or above level experienced startup ecosystem employees with direct exposure to startups.
• Qualifications: Should have a good understanding of business models, startup economics and team dynamics with an advanced degree in economics/business management.
• Well networked in the startup ecosystem.

13. In consideration of the mentorship to be provided by NEN, the Incubator undertakes to ensure and cause that its key personnel and promoters and Participants from Incubator shall devote sufficient time and effort as requested by NEN for being a subject in the studies, surveys and cases being authored by the Consultants and also participate in video/mails/interviews/podcasts or any social media campaign during the interactions with NEN and the Consultants for building a repository of learning resources. With regard to the above, the Incubator grants to NEN, the absolute right and permission to photograph, film and record (in any medium) the Incubator’s and its personnel’s and promoter’s name, likeness, or image, including the right to use the same worldwide in any and all media, whether now known or hereafter devised, in whole or in part, in perpetuity, for any lawful purpose whatsoever without restriction. The Incubator also grants to NEN a non-exclusive, irrevocable, worldwide, royalty-free license to reproduce, distribute, and publicly display the forgoing content in any and all media, in any locale, in perpetuity, for any purpose whatsoever.
14. The Incubator undertakes and acknowledges that there may be delays, omissions or inaccuracies in information obtained through the use of the Platform. The information on the Platform and the Content being provided to the Incubator does not constitute the rendering of investment, consulting, legal, accounting, tax, career or other advice or services. The Material should not be relied upon for making business, investment or other decisions or used as a substitute for consultation with professional advisors. NEN does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, downloaded or distributed through the Platform or made as part of the VFT Program. The Incubator acknowledges and agrees that any reliance upon such opinion, advice, statement, memorandum, or information shall be at the Incubator’s sole option, liability and risk.
15. The VFT Program and the Platform, including all Content, is provided “as is” and “as available,” without any warranties of any kind. To the fullest extent permissible under applicable law, NEN (including its affiliates, licensors, officers, trustees, beneficiaries, agents, consultants, sponsors, employees, managers, directors, mentors, and representatives) disclaim all warranties, express, implied, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title and non-infringement. Specifically, but without limitation, NEN does not represent or warrant that: (a) the Content is correct, accurate or reliable; (b) the functions contained on the Platform shall be uninterrupted or error-free; or (c) defects shall be corrected, or that the Platform or the server that makes it available is free of viruses or other harmful components. The Incubator hereby acknowledges that use of the Platform is at the Incubator’s sole risk. The provision of the VFT Program and Content to the Incubator shall in no event be deemed to constitute sale of any products/services, as the same are being provided pro-bono and for facilitation of Incubator’s capacity building, and as such the provisions of the Consumer Protection (E-Commerce) Rules, 2020 shall not be applicable.
16. The Incubator agrees and acknowledges that under no circumstances shall NEN or any of its affiliates, licensors, officers, trustees, beneficiaries, agents, consultants, sponsors, employees, managers, directors, mentors, or representatives be liable for any claims/losses that directly or indirectly result from the use of the Platform or the Content, and the Material. The Incubator shall protect, reimburse, and hold harmless the above persons in relation to such claims/losses.
17. This Undertaking shall be effective from the date of on-boarding of Incubator for the VFT Program, and shall be governed and interpreted pursuant to the laws of India. The Incubator expressly agrees that exclusive jurisdiction resides in the courts of Bengaluru, Karnataka. If any part of Undertaking is unlawful, void, or unenforceable, that part shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.