This Membership Agreement is between ‘you’ as (the ‘Enablers Member’) and ‘we’ / ‘us’ as Facilitator.
Mutual covenants set forth herein constitute the consideration for the Agreement. Once you are an Enablers Member, it is deemed that you have read, understood and accepted the terms and conditions of the Agreement which relate to your use of the ‘Enablers Platform’ in accordance with the applicable terms and policies.
You agree that the execution of this Agreement, and all of the other activities that would be conducted through the Enablers Platform, with you, take place in New Delhi regardless of where you may be physically located at the time you use the Enablers Platform or otherwise engage with us.
The Membership Agreement shall be deemed to have commenced once you click on the ‘I Agree’ button on the registration page at the time of registering on the Enablers Platform.
This Non-Disclosure and Non-Circumvention Agreement ('Agreement') is executed by and between you (the 'Disclosing Party') and Value Prolific Consulting Services Pvt. Ltd. (the 'Receiving Party').
Receiving Party and Disclosing Party may hereinafter collectively be referred to as 'Parties' and individually as 'Party'.
The Agreement is executed for the purpose of engaging the Disclosing Party on the web-based platform, Enablers ('Enablers'), an undertaking of the Receiving Party. Enablers facilitates start-ups and small and medium enterprises in connecting with and raising funds from investors including high net-worth individuals, angel funds and venture capital funds.
The Parties agree as below:
'Confidential Information' shall mean any and all written and/or tangible information, created and/or disclosed by the Disclosing Party including through Enablers to the Receiving Party including its affiliated companies, their directors, officers and employees, relating to the business and investment opportunity being showcased on Enablers, including, without limitation, the form, materials and design of any relevant equipment or any part thereof, the methods of operation and the various applications thereof, processes, formulae, plans, strategies, data, know-how, designs, photographs, drawings, specifications, technical literature, sales and operating information, existing and potential business and marketing plans and strategies, financial information/projections, cost and pricing information, data media, source codes, concepts, reports, methods, techniques, devices and the like, information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, profit and margin information, customers and clients related information, marketing, regardless of whether such information is designated as 'Confidential Information' at the time of Disclosure, but shall exclude any part of such disclosed information or data which:
In addition to the above, Confidential Information shall also include other confidential and/or sensitive information which is (a) disclosed as such in writing and marked as confidential (or with other similar designation); (b) disclosed in any other manner and identified as confidential at the time of Disclosure by the Disclosing Party.
'Disclosure' shall include without limitation:
'Interested Party' shall mean and include the Receiving Party and such other Persons of the Receiving Party depending upon their need to know the Confidential Information for the Purpose.
'Person(s)' shall mean any individual, sole proprietorship, unincorporated association, body corporate, corporation, company, partnership, limited liability company, joint venture, governmental authority or trust or any other entity or organization.
'Purpose' shall mean exploring and evaluating possible business and/or investment opportunities, as the case may be, showcased on Enablers, for establishing business relationship/ merger/ joint venture between the parties concerned.
'Third Party' shall mean any Person that is not a signatory to this Agreement.
'Enablers' shall mean and refer to www.enablersinvestment.com.
In consideration of the Disclosure of Confidential Information, Receiving Party undertake in relation to the Disclosing Party's Confidential Information:
to maintain the same in strict confidence and to use it only for the Purpose and for no other Purpose.
not to copy reproduce or reduce to writing any part thereof except as may be reasonably necessary for the Purpose.
to be responsible for the performance of undertakings stated in Sections 2.1.1 and 2.1.2 above on the part of the Interested Parties to whom Confidential Information is disclosed in accordance with the terms and conditions contained herein.
to apply thereto no lesser security measures and degree of care than those which the Receiving Party applies to its own confidential or proprietary information.
Notwithstanding the provisions of Section 2 above, Receiving Party may disclose Confidential Information of the Disclosing Party pursuant to a request or order made pursuant to applicable law, regulation or legal process, provided that the Receiving Party gives the Disclosing Party prompt notice of such request or order so that the Disclosing Party has ample opportunity to seek a protective order, confidential treatment, or other appropriate remedy to such request or order.
The Interested Parties shall not disclose any Confidential Information to any Third Party, without the prior consent of the Disclosing Party except to investors which express interest in the Disclosing Party on the Enablers Platform or offline via ValPro-('Target Investors').ValPro shall communicate such the names of such Target Investors to the Client via e-mail or other such written communication.
Disclaimer and No Warrant
No rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no license is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable.
Governing Law and Jurisdiction
Enablers, an undertaking of ValPro is a web-based platform which facilitates start-ups and small and medium enterprises to connect with and raise funds from investors including high net-worth individuals, angel investors and venture capital funds. Your membership of Enablers gives you the privilege of listing your business information as an entrepreneur to facilitate raising capital from ‘Intended Investors’ (who are members of Enablers) through Enablers platform. It is to that end that we are furnishing this Engagement Letter with you. You are thus, seeking professional services in raising funds for your company (‘Strategic Advisory Services’ or ‘Transaction’).
All references to “Client”, “you” or “your” refer to the individual and/or the entity who has/ have agreed to be the members of Enablers through Enablers platform for seeking professional services in raising funds for your company in accordance with the terms of this Engagement Letter.
M/s Value Prolific Consulting Services Pvt. Ltd. (‘ValPro’) is a niche investment banking and advisory services company in India having its track record of successfully concluding transactions across sectors. We, at ValPro, would thus be pleased to assist the client with strategic advisory services in relation to the proposed Transaction.
This engagement letter captures the terms and conditions, on which Client shall engage the services of ValPro and ValPro shall render the aforesaid Strategic Advisory Services to the Client in relation to the proposed Transaction, and the remuneration payable to ValPro in respect thereof (‘the Engagement’).
This Engagement Letter captures the terms and conditions on which ValPro shall render the aforesaid Strategic Advisory Services to the Client.
The term ‘ValPro’ used herein is deemed to include its officers, employees, agents, representatives, successors and assigns.
The term ‘Client’ used herein is deemed to include its promoters, officers, employees, agents, representatives, successors and assigns.
The term ‘Investor’ used herein includes, but is not limited to, high net-worth individuals, angel investors and venture capital funds who are listed on Enablers through Enablers platform as investors or are engaged with the Enablers platform offline via ValPro.
The term ‘Interested Investor’ used herein is deemed to include those individuals or institutions who express an interest for investment in the Client via the Enablers platform or via offline channels such as verbal communication or e-mails.
ValPro and Client are referred to herein individually as ‘party’ and collectively as ‘parties’.
If you want to send us any notices you can contact us on the below mentioned address:
Address: A-125, Neeti Bagh, New Delhi -110049
Or email us at firstname.lastname@example.org
Looking forward to a long and mutually beneficially relationship.
Schedule for Transaction Fee and payment thereof
Upfront payment (payable immediately on the Effective Date)
|Raising funds up to INR 5 Crore in a funding round||INR 50,000|
|Raising funds above INR 5 Crore to INR 10 Crore in a funding round||INR 1,00,000|
|Raising funds over INR 10 Crore in a funding round||INR 2,50,000|
|Payable on Signing of Definitive Agreements with the Interested Investor(s)||3% of amount raised*|
* Fund Raised hereby means the total investment raised by the client in various tranches.Fee shall be payable to ValPro on signing of Definitive Agreements for all tranches, irrespective of the timing of receipt of such funds.Please note:
* means mandatory fields