INCUBATION AGREEMENT

Dated: DD/MM/YYYY

AMONG

IIM LUCKNOW ENTERPRISE INCUBATION CENTRE,

IIM LUCKNOW NOIDA CAMPUS

AND

“Company Name”
Contents
1. INCUBATION AND MENTORING SUPPORT............................................................................................. 5
2. INFRASTRUCTURAL SUPPORT ................................................................................................................ 6
3. FINANCIAL SUPPORT .............................................................................................................................. 7
4. GENERAL TERMS OF INCUBATOR .......................................................................................................... 7
5. INCUBATION COSTS ............................................................................................................................... 8
6. OBLIGATIONS OF THE INCUBATEES ....................................................................................................... 8
7. MANAGEMENT AND INFORMATION RIGHTS......................................................................................... 9
8. IPR .......................................................................................................................................................... 9
9. BOARD REPRESENTATION AND NO LIABILITY ...................................................................................... 10
10. NON-COMPETE AND NON-SOLICITATION.......................................................................................... 11
11. TRANSFER RESTRICTIONS ................................................................................................................... 11
12. CONFIDENTIALITY............................................................................................................................... 11
13. INDEMNIFICATION ............................................................................................................................. 11
14. NO PARTNERSHIP ............................................................................................................................... 12
15. AMENDMENTS ................................................................................................................................... 12
16. TERM AND TERMINATION ................................................................................................................. 12
17. CONSEQUENCES OF TERMINATION ................................................................................................... 12
18. NOTICE ............................................................................................................................................... 13
19. LEGALLY BINDING............................................................................................................................... 13
20. EXPENSES& STAMP DUTY .................................................................................................................. 13
20.1 Each Party hereto shall bear its own costs and disbursements of and incidental to the
execution of this Agreement, including professional fees and costs of its respective advisors and
counsel. ................................................................................................................................................ 13
20.2 Company shall bear and pay the stamp duty on this Agreement. .............................................. 13
21. WAIVER OR RESERVATION OF RIGHTS............................................................................................... 13
22. SEVERABILITY ..................................................................................................................................... 13
 INCUBATION AGREEMENT

THIS INCUBATION AGREEMENT (hereinafter referred to as this “Agreement”) is made on this ____
day of ____________, YYYY (“Effective Date”) at Noida, Uttar Pradesh.

BY AND AMONG

IIM Lucknow Enterprise Incubation Centre, having CIN U93030UP2013NPL056372, a Section 8

company incorporated under Companies Act 1956, having its registered office at B-1, Institutional
Area, Block B, Industrial Area, Sector 62, Noida, Uttar Pradesh 201307 and also having Campus at B-
1, Institutional Area, Block B, Industrial Area, Sector 62, Noida, Uttar Pradesh 201307 , which is
(hereinafter referred as“IIML-Incubator”which expression shall, unless inconsistent with the
context or meaning thereof, be deemed to include its successors and permitted assigns) of the
FIRST PART;

AND

[Mr.], ________________S/o ___________________residing at ______________________________________ having PAN

______________ (hereinafter referred to as the “Founder 1”, which expression shall, unless repugnant
to the context or meaning thereof, be deemed to mean and include his legal heirs, executors,
administrators and permitted assigns) of the SECOND PART;

AND

[Mr.J __________________________________________residing at ____________________________________ having PAN

______________(hereinafter referred to as the “Founder 2”, which expression shall, unless repugnant
to the context or meaning thereof, be deemed to mean and include his legal heirs, executors,
administrators and permitted assigns) of the THIRD PART;

Private Limited having CIN__________________________________________, having registered office at

(hereinafter referred to as the “Company” or “Start-Up”, which expression shall, unless repugnant
to the context or meaning thereof, be deemed to mean and include his legal heirs, executors,
administrators and permitted assigns) of the FOURTH PART;

The Founder 1, and Founder 2 shall hereinafter be collectively referred to as “Founders” and
individually as “Founder”

The Founder 1, Founder 2, and Company shall hereinafter be collectively referred to as

“Incubatees” and individually as “Incubatee”.

The IIML-Incubator, Company and the Founders shall hereinafter be collectively referred to as
“Parties” and individually as a “Party”.
RECITALS

A. WHEREAS, IIML- Incubator is classified as Non-profit organization under Section 8,

Companies Act 2013. Indian Institute of Management, Lucknow is the Host Institution of
the IIML-Incubator owing the Infrastructure being used by IIML-Incubator apart from other
required support services from time to time. It promotes entrepreneur development,
startup incubation, and early-stage investment in the startups.

B. WHEREAS, the Company carries on the business activities of Information

Technology(“Business”).

C. WHEREAS, The Founders are the promoters of the Start-Up.

D. WHEREAS, IIML-Incubator is willing and has consented to incubate the novel technology
and business ideas of the Start-Up into viable commercial products or services as per the
terms of this Agreement.

NOW THEREFORE IN CONSIDERATION OF THE PREMISES AND MUTUAL COVENANTS HEREIN

CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:

1. INCUBATION AND MENTORING SUPPORT

1.1. The Company registered with IIML-Incubator shall be provided incubation and mentoring
support as per this Agreement and other terms as decided and deemed fit by the IIML-Incubator
from time to time.

1.2. The IIML-Incubator shall endeavor and make efforts to provide to the Company following
incubation and mentoring support through the expert mentors recommended and selected by
IIML-Incubator from to time to time depending upon the requirement of the Incubatee(s):-

1.2.1 Business Mentoring: Guidance by IIML-Incubator expert mentors, angel investors,

experienced & successful senior business and corporate sector executives and industry
veterans on a broad range of topics, including the fundamentals of setting up a business,
identifying suppliers, the appropriate location for the business, pricing of the product,
marketing, developing effective business processes, etc.

1.2.2 IPR Mentoring: Guidance on intellectual property right strategy to be followed by the
Company or Start-Up, in line with the larger strategy of the business model.

1.2.3 Support services: Assistance in connecting to lawyers, accountants, marketers, human

resource specialists, intellectual property right agencies and other qualified practitioners in
order to provide assistance in setting up the business and taking case of basic requirements.
IIML-Incubator will not be liable for either quality or cost or any other breakdown related to
delivery of such services.

1.2.4 Visibility: Showcasing of IIML-Incubator on Company’s website, marketing communication

and promotional materials and other possible places; participation in events, seminars and
conferences organized by IIML- Incubator, IIML-Incubator shall endeavor to increase the
traction for the Company or Start-Up.

1.2.5 Training & Development: Access to training material on relevant issues like accounts,
taxation for start-ups, understanding intellectual property, etc. IIML-Incubator may also
 organize training events from time to time in order to help entrepreneurs tackle the
challenges of starting-up and for the capacity development of the Start-Up.

1.2.6 Monitoring and Review: IIML-Incubator may review and monitor the progress and growth
of the Start-up/ business of the Company. Any suggestions or advice given by the IIML-
Incubator should be seriously considered by the Company.

1.3. Notwithstanding anything mentioned in Agreement, it is specifically understood by the

Incubates that IIML-Incubator’s role is that of a facilitator and platform provider for
incubation, mentoring, acceleration, business support and/or investment by private and
institutional investors and other entities and it will endeavor to deliver on the above objectives
on a best efforts basis. How much value the Incubates derive from IIML-Incubator and its
connections and whether or not the Company gets any investment will depend on several
factors including, but not limited to, the perseverance and application of the
promoter/entrepreneur, strength of the idea and business and demonstrated capability to
execute. Failure to learn or to attract investment on the part of the Company will not create
any liability on IIML-Incubator, its promoters, management team, operating team, office
bearers, or those of any of its associate companies, business support partners, advisors or any
other person or entity whom IIML-Incubator might have called upon to help it achieve its
objectives.

2. INFRASTRUCTURAL SUPPORT

2.1 IIML-Incubator will provide access to working space and the following infrastructure support
to the Incubatees for a period as may be determined by the IIML-Incubator:

a. Co-Working Space
b. Shared Conference Hall (depending on availability)
c. Discussion /Conference Room (depending on availability)
d. Standard Furniture etc.
e. Cabins, open fixed seats and floating seats
f. Electricity
g. Printing facility (on chargeable basis)
h. Internet and Wi-Fi connection
i. Land Line Phone usage (on chargeable basis)
j. Other support as IIML-Incubator may deem fit

2.2 Incubatees shall not claim above support as a matter of right, but the infrastructural support
shall be provided to Incubatees on availability basis by the IIML-Incubator. The IIML-Incubator
shall in no way be bound to provide above said support to the Incubatees. The Incubatees shall
treat the premise with utmost care, and not do anything unprofessional, illegal or immoral that
may disrupt the working culture, reduce or adversely affect the productivity of the said office
or otherwise bring IIML-Incubator to disrepute in any manner.

2.3 Smoking and alcohol is prohibited in the Incubator’s facility.

2.4 No Incubatee shall be permitted to use the premises or the address of the IIML-Incubator for
the registration of the Company.
3. FINANCIAL SUPPORT

3.1 IIML-Incubator shall endeavour to connect and demonstrate the Company to the potential
angel and institutional investors and support them in raising funds through the IIML-
Incubator’s Investor Network or the outside Investors. The selected Company may be allowed
to pitch before the investors on a selected date and venue.

3.2 The IIML-Incubator may also invest / co-invest (but will not be under any obligation) to provide
seed fund to the deserving Company, as may be selected and decided by the IIML-Incubator at
its sole discretion from time to time.

3.3 The Incubatees shall disclose the utilization of funds in advance to the IIML-Incubator and the
funds so raised by the Company shall be used as disclosed.

4. GENERAL TERMS OF INCUBATOR

4.1 The Incubatees shall not do anything unpleasant obscene, illegal or immoral that may disrupt
the decorum or working culture of the IIML-Incubator to disrepute in any manner.

4.2 The Incubatees shall adhere to the timelines set up by the IIML-Incubator.

4.3 IIML-Incubator shall provide facilities of printing, scanning, photocopying, refreshments

Document Scanner, Library: Management Books, Subscription to IT, Business, Management and
Trade journals and newspapers, Meeting/Conference room with projection equipment, Tele or
Video conferencing facilities etc. to the Incubatees on affordable chargeable basis.

4.4 The Incubatees shall observe the holidays as per the calendar of the IIML-Incubator.

5. INCUBATION COSTS

5.1 For providing incubation facility support IIML-Incubator shall charge a fee of Rs.3,500/- per
month per seat excluding all applicable taxes.

5.2 In addition to above clauses, the Company shall be obligated to allot/ transfer/issue, free of
cost or at face value, 3% to 4% _____ % (depending upon startup stage) of the equity shares on
fully diluted basis to the IIML-Incubator or any other person or entity nominated by the IIML
Incubator.

5.3 All applicable taxes shall be charged extra at actual by the L-Incubator and be solely borne by
the Company.

5.4 The Incubatees shall be jointly and severally liable for the payment of above costs to the IIML-
Incubator.
 6. OBLIGATIONS OF THE INCUBATEES

The Incubatees shall abide by its obligation under this Agreement and comply with the following:-

6.1 The Company shall pay the fee and issue/ transfer / allot equity shares to the IIML-Incubator as
per clause 5 within 7 days of signing this Agreement.

6.2 IIML-Incubator shall have the right, but not the obligation, to appoint one Director on Board of
the Company and a Board Observer during the tenure of incubation or till the time IIML-
Incubator holds any equity shares, whichever is later. The promoters of Incubatee shall appoint
such nominated person as Director in the Company within 5 days after the nomination by the
IIML-Incubator.

6.3 The Incubatees shall abide by the timelines set up by the IIML-Incubator and shall not violate
any of the provisions of this Agreement.

6.4 In case of failure to pay the fee to IIML-Incubator as per Clause 5, the Company shall be liable to
pay a nominal interest as decided by IIML-Incubator. In case the Company is unable to pay
outstanding amounts (along with the interest) to the IIML-Incubator, the IIML-Incubator shall
have the option to require the Company to issue equity shares equivalent to the amount
outstanding in the name of IIML-Incubator.

6.5 The Company shall provide a list of all its directors, founders, promoters or any other bonafide
persons in the format as required by IIML-Incubator. The Incubatees shall not use IIML-
Incubator name either directly or indirectly in their business dealings, either during the time
when the facilities are availed or in the future business dealings unless written permission is
obtained from IIML-Incubator for using the name. The Company shall inform IIML-Incubator in
advance about change of its name or any other form of legal entity, any change in the
incubation/business plans or any change in their ownership pattern or shareholding.

6.6 The Company shall furnish its annual financial reports like cash flow statement, balance sheet,
MIS, and any other information and document as may be desired by IIML-Incubator.

6.7 The Incubatees shall keep confidential, all the discussions, inputs and terms discussed during
selection process or while in operation with IIML-Incubator.

6.8 The Incubatees shall use the IIML-Incubator premises only for the business as pre-disclosed by
the Incubatee and permitted by the IIML-Incubator. The Incubatee shall not use the premises for
purpose of registered office address and/or statutory registrations.

6.9 The Incubatees shall keep the IIML-Incubator and the common space provided neat or clean and
to take proper care of the facilities provided during the term of occupation and at the time of
leaving the Incubatee shall agree to pay for any damage of such facilities as determined by IIML-
Incubator.

6.10 The Incubatees shall observe that noise levels are kept at a minimum and no abnormal level of
noise by equipment or employees or visitors should be made.

6.11 The Incubatees shall not takeout of IIML-Incubator premises any equipment without the
approval of the official authorised by IIML-Incubator.
7. MANAGEMENT AND INFORMATION RIGHTS

7.1. So long as the IIML-Incubator holds any share in the Company, the Company shall deliver to
the IIML-Incubator the following information:

7.1.1 Audited annual financial statements.

7.1.2 Unaudited Quarterly (and year-to-date) financial statements including an income
statement, a statement of cash flow and a balance sheet.
7.1.3 Monthly profitability and cash flow statement.
7.1.4 Copy of board pack as circulated to the Directors of the Company

7.2. The Company shall intimate the IIML-Incubator in writing, about any event at least 7 days
prior to occurrence of such events.

7.3. The Company shall keep the IIML-Incubator informed in writing about all material changes,
information and events (including but not limited to any information related to future rounds
of funding). If the Company fails to keep IIML-Incubator informed about the material
information, then the Company shall fully indemnify the IIML-Incubatorto its satisfaction
against all losses, deficits, damages and claims in the manner as required by the IIML-
Incubator.

8. IPR

8.1. In case the Incubatees is desirous of using any Intellectual Property of IIML-Incubator then the
Incubatees shall make such request in writing to IIML-Incubator and use the same only after
the written consent from IIML-Incubator.

8.2. The Incubatees shall protect their Intellectual Properties as per the instructions or guidelines
as instructed by IIML-Incubator.

8.3. Intellectual Property in any and all materials developed, devised, written or otherwise acquired
by the Incubatees in the past or during the Incubation period shall vest exclusively in the
Incubatees as the sole owner.

8.4. The Incubatees shall be the true and legal owner of the Intellectual Property (ies), which are
claimed or used by such Incubatee(s) and the same shall be free from all encumbrances.

8.5. For the purpose of this Agreement:

“Intellectual Property” means and includes collectively or individually, the following worldwide
rights relating to intangible property, whether or not filed, perfected, registered or recorded and
whether now or hereafter existing, filed, issued or acquired: (a) patents, patent applications, patent
disclosures, patent rights, including any and all continuations, continuations-in-part, divisions, re-
issues, re-examinations, utility, model and design patents or any extensions thereof; (b) rights
associated with works of authorship, including without limitation, copyrights, copyright
applications, copyright registrations; (c) rights in trademarks, trademark registrations, and
applications therefore, trade names, service marks, service names, logos, or trade dress; (d) rights
relating to the protection of trade secrets and confidential information; and (e) internet domain
names, Internet and World Wide Web (WWW) URLs or addresses; (f) mask work rights, mask work
registrations and applications therefore; and (g) all other intellectual, information or proprietary
rights anywhere in the world including rights of privacy and publicity, rights to publish information
and content in any media.”
9. BOARD REPRESENTATION AND NO LIABILITY

9.1 The IIML-Incubator shall have the right, but not the obligation to nominate 1 (one) Director in
the Board of Directors of the Company and 1 (one) Observer to the Board of meetings of the
Company. In the event of any increase in the overall board composition, the number of Directors
so nominated by the IIML-Incubator shall proportionately increase.

9.2 Quorum for the meetings of Board of Directors would be the presence (either in person or
through video conference) of at least 2 directors, including at least one director nominated by
the IIML-Incubator (if appointed by IIML-Incubator).

9.3 Subject to the provisions of Applicable Laws, the Company expressly agree and undertake that
neither the IIML-Incubator nor the Director appointed by the IIML-Incubator shall be liable for
any applicable law, including but not limited to, defaults under the Companies Act, 2013 (or a
like law) taxation and labor laws of India, since they are not responsible for the day to day
management or affairs of the Company.

9.4 Subject to the provisions of Applicable Laws, the Company expressly agree and undertake that
the Director appointed by IIML-Incubator shall not be identified as an officer in default of the
Incubatee, or occupies of any premises used by the incubate or employers under applicable
laws. Further, the Company undertake to ensure that the other Directors or suitable persons
are nominated as officers in default, occupies and /or employers, as the case may be, in order
to ensure that the Director appointed by IIML-Incubator do not incur any liability case may be,
in order to ensure that the Director appointed by IIML-Incubator do not incur any liability.

10. NON-COMPETE AND NON-SOLICITATION

So long as the IIML-Incubator holds any Shares in the Company, the Founders shall not directly
or indirectly through Third Parties:

10.1 disclose to any third party the names, backgrounds or qualifications of any employees of the
Incubatee or otherwise identify them as potential candidates for employment.

10.2 solicit the clients of the Company and entice business away from the Company or any group
companies/ affiliates;

10.3 use the services of or make any offers of employment or contract or sub-contract to the
Company or an group companies/ affiliates staff or sub-contractors (whether individual or
corporate), current or former employees;

10.4 engage in any business, directly or indirectly, that is in competition with the business of the
Company or any group companies/ affiliates.

11. TRANSFER RESTRICTIONS

As long as IIML-Incubator holds any Shares in the Company, the Founders shall not have the
right to Transfer his / its shares in the Company to any Person other than the IIML-Incubator,
as the case maybe, without prior consent of the IIML-Incubator.
12. CONFIDENTIALITY

The IIML-Incubator and Incubatee(s) shall keep confidential, the contents of the Incubation and
mentoring support and other sensitive information exchanged or received during the
incubation period. Both IIML-Incubator and the Incuabtee(s) shall take all reasonable measures
to protect the secrecy of and avoid disclosure or use of any confidential information of the other
Party in order to prevent it from falling into the public domain or the possession of persons
other than authorized by such Party.

13. INDEMNIFICATION

The Incubatees shall indemnify, defend and hold harmless the IIML-Incubator its directors,
partners, employees, agents and representatives (an “Indemnified Party”) from and against any
and all damages, losses, liabilities, obligations, claims of any kind, interest, costs, taxes or
expenses (including without limitation, reasonable attorney’s fees and expenses) suffered or
incurred, directly (excluding any consequential losses) by any Indemnified Party as a result of
any failure to perform or breach of any provision or term of this Agreement.

14. NO PARTNERSHIP

Nothing in this Agreement shall create or deemed to have create a partnership between the
IIML-Incubator and the Company and none of them shall have the power or authority to enter
any agreement on behalf of the other or otherwise.

15. AMENDMENTS

This Agreement shall be subject to periodical review and amendments /modification by the
IIML-Incubator at its sole discretion without any prior notice or intimation to any person or
entity, including but not limited to Incubatee(s). It will be the responsibility of the Company or
Start-Up enrolled with IIML-Incubator, to update themselves from time to time on amendments
in Agreement and procedures. IIML-Incubator reserves the rights to make an exception of all
or any of the terms of Agreement for particular Company or Start-Up on a case to case basis
more specifically making Indian Institute of Management ,Lucknow as party to this Incubation
Agreement being Host Institution of IIML-Incubator subject to approval by its Board of
Governors.

16. TERM AND TERMINATION

16.1. The term of the Agreement shall be Twelve Months (12 months) from the Effective Date,
which may be renewed by IIML-Incubator for subsequent Twelve Months (12 months). In no
case the term of Agreement shall exceed 24 months.

16.2. IIML-Incubator shall have sole right and discretion to remove any Company from the IIML-
Incubator, which has either violated any rule or provision, set out by this Agreement or any
other directives or rules of the IIML-Incubator. The IIML-Incubator may give 7 days’ notice
before terminating any Company from the IIML-Incubator. The decision of the IIML-
Incubator in this regard shall be final and binding upon Company. IIML-Incubator shall not
be under obligation to give any reason to Company for its removal from the IIML-Incubator.
17. CONSEQUENCES OF TERMINATION

In the event of removal or termination of the Incubatee(s) from the IIML-Incubator for any
reason:

17.1 the Company shall immediately stop and refrain from using the IIML-Incubators name, logo or
any kind of intellectual property rights permitted by IIML-Incubator;

17.2 the Company shall within 7 days of the removal or termination clear all the dues and
outstanding amounts of the IIML-Incubator.

17.3 the Company shall within 7 days of the removal or termination clear all its belonging and other
items from the IIML-Incubator.

18. NOTICE

Any notice or other document to be given under this Agreement shall be in writing and may be
given to either of the Parties (as the case may be) by email as well as by first class post or other
fast postal service at the addresses mentioned above in the Parties description.

19. LEGALLY BINDING

Unless otherwise indicated the obligations in this Agreement shall be legally binding. In the
event of any dispute between the Incubatee(s) and the IIML-Incubator, the IIML-Incubator and
Incubatee(s) shall use their best endeavors to resolve the dispute through amicable
negotiations. If no settlement is reached. It shall be referred to the Governing Body of IIML-
Incubator, for arbitration, whose decision shall be final and binding.

20. EXPENSES& STAMP DUTY

20.1 Each Party hereto shall bear its own costs and disbursements of and incidental to the
execution of this Agreement, including professional fees and costs of its respective advisors
and counsel.

20.2 Company shall bear and pay the stamp duty on this Agreement.

21. WAIVER OR RESERVATION OF RIGHTS

No forbearance, indulgence or relaxation or inaction by any Party at any time to require

performance of any of the provisions of this Agreement shall in any way affect, diminish or
prejudice the right of such Party to require performance of that provision. Any waiver or
acquiescence by any Party of any breach of any of the provisions of this Agreement shall not
be construed as a waiver or acquiescence of any right under or arising out of this Agreement,
or of the subsequent breach, or acquiescence to or recognition of rights other than as expressly
stipulated in this Agreement.

22. SEVERABILITY

If any provision of this Agreement or the application thereof to any person or circumstance shall be
invalid or unenforceable to any extent, the remainder of this Agreement and the application of such
provision to persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by applicable law. Any invalid or unenforceable
provision of this Agreement shall be replaced with a provision, which is valid and enforceable and
most nearly reflects the original intent of the unenforceable provisions.

In witness whereof parties hereto have signed this Incubation and Mentoring Agreement on the
date and year mentioned hereinbefore.

For IIM Lucknow Enterprise Incubation Center

Name: Prof. Anadi Saran Pande

Faculty In Charge & Director, IIML-EIC

Founder1 Founder 2 Company

Name: Name:
Signature:__________ Signature:__________
Director’s Signature