Participation Agreement XPLORE Freerider

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Program Participation Agreement

Preamble

The XPLORE Freerider is a start-up pre-incubation program for early-stage technology entrepreneurs offered by UnternehmerTUM. Designed as a part-time program, XPLORE Freerider combines entrepreneurial education and qualification, as well as advice with hands-on experience to prepare for incubation and the acquisition of first seed capital. With our Matchmaking Process, we give highly motivated entrepreneurial talents the opportunity to team up with a founding team.

During the XPLORE Freerider program, all participants are expected to work on growing and improving their start-up projects by actively using XPLORE Freerider/UnternehmerTUM resources and training offerings as well as participating actively in the program.

Taking into account the above, the Parties agree as follows:

  1. Support Service of UnternehmerTUM

As part of the XPLORE Freerider program, UnternehmerTUM provides Participants, in such manner as it deems appropriate, with services including support in:

  • elaborating the core technological elements of the start-up project
  • identifying a target market through market analysis and recognition of new and viable market opportunities
  • creating a customer-centric value proposition for the start-up project
  • getting insights on, e.g., IP, business modeling, sales, organizational growth, etc.
  • conducting focus group interviews and crystallizing customer benefits
  • strategy implementation for productive team culture and team development
  • fostering ongoing exchange with other founders participating in the program
  • creation of a pitch deck, pitch training, and pitching in front of an expert jury
  • accessing a network of potential customers, experts, mentors, and investors

All XPLORE Freerider services are free of charge for participants at all times.

  1. Duties of Participants

Participants are asked to

 

  • Actively participate in and commit to the XPLORE Freerider program, i.e., make extensive use of training and coaching offerings and networking possibilities
  • Provide regular feedback to the XPLORE Freerider program offerings
  • Actively approach the XPLORE Freerider team to discuss goals, challenges, and accomplishments
  • Set milestones and review achievements
  • Be open to actively exchange and knowledge sharing with other participants/teams participating in the XPLORE Freerider program
  • Prepare for and attend the Final Pitch Event towards the end of the program
  • Provide regular information on the status, progress, and success of the start-up project to the XPLORE Freerider team
  • Participate in surveys and the annual alumni survey for XPLORE Freerider reporting and program monitoring
  • Make active use of the XPLORE Freerider marketing kit and display, e.g., the XPLORE Logo in your team's internal and external communication.

Confidentiality

  1. The Parties are obliged to keep all Confidential Information secret and not to pass it on or disclose it to third parties and keep it protected against unauthorized access by third parties or use it for purposes other than the participation in XPLORE Freerider. This obligation extends beyond the program duration.
  2. For the purposes of this Participation Agreement, "Confidential Information" means, in particular, all information, data (e.g., of a technical or business nature), documents, tasks, business processes, prototypes, knowledge as well as samples, and other templates of the Parties or of any other Participants/teams participating in the XPLORE Freerider program, which the receiving Party receives, directly or indirectly, in written, electronic, or other forms during the program.
  3. The Parties shall ensure that their employees and other third parties involved in the cooperation also observe the confidentiality described above. Third parties do not include professional consultants of the Partners who are obliged to maintain confidentiality by virtue of a professional code of conduct or by law and who are involved in the establishment, assessment, or implementation of the cooperation within the XPLORE Freerider program on behalf of a Party.
  4. The confidentiality obligations do not apply if and to the extent that the information concerned demonstrably
  • are generally known or become generally known through no fault of the receiving Party or
  • were or are lawfully obtained by the receiving Party from a third party without the imposition of a confidentiality obligation, or
  • are already legally present with the receiving Party or have been or will be developed independently of the cooperation,
  • the disclosing Party waives the confidentiality obligation in writing.
  1. If a Party is legally obliged to disclose Confidential Information, it must notify the other Party immediately and, if possible, before disclosure so that the other Party has the opportunity to take legal action. In case of such disclosure, the disclosing Party shall ensure confidentiality to the extent permitted by law.
  2. The confidentiality obligations under this Participation Agreement shall survive the termination of the Project Agreement.

Liability

  1. Liability is mutually limited to intent and gross negligence (Vorsatz und grobe Fahrlässigkeit). Liability for loss of profit or damage to the reputation of the Parties and consequential and pecuniary damage is excluded. UnternehmerTUM shall only be liable for slight negligence (leichte Fahrlässigkeit) in the event of breaches of an obligation that is essential for achieving the purpose of the Participation Agreement (cardinal obligation (Kardinalpflicht)), as well as in the event of damage resulting from injury to life, limb or health.
  2. UnternehmerTUM shall not be liable for any advice or the depth, extent, quality, and/or quantity of services provided under the XPLORE Freerider program.
  3. The Parties agree further that the services provided under the program by XPLORE Freerider/UnternehmerTUM are merely advisory in nature, without any binding effect on the Participant. The Participant is free to accept and/or reject such advice offered, shall exercise due diligence and caution in receiving such advice, and will exercise informed and independent judgment in accepting and/or rejecting any such advice.

Term, Termination

  1. This Participation Agreement commences immediately with its acceptance. Participants and their teams are typically expected to graduate from the program within the pre-scheduled program runtime of 10 to 12 weeks.
  2. This Participation Agreement will terminate upon the Participant’s graduation from XPLORE Freerider.
  3. The right to terminate the Participation for a good cause (aus wichtigem Grund) remains unaffected. Good cause includes, without being limited to,
  • a breach of § 2 (Duties to Participate) despite a written warning with a reasonable period of notice;
  • a breach of §3 (Confidentiality);
  • the Participant has been determined to be guilty of misrepresentation in supplying the information required for selection into XPLORE Freerider.

(d) Notice of termination must be given in writing.

  1. Data Protection/Image Rights
  2. The Information about the collection and processing of your personal data pursuant to Art. 13 GDPR can be accessed here.
  3. Personal data within the meaning of the GDPR of the Participant will only be stored, processed, and used by UnternehmerTUM within the scope of the purpose defined by this Participation Agreement and for internal statistical purposes. Personal Data will not be disclosed to third parties.
  4. Insofar as images are created as part of the XPLORE Freerider program, these are used exclusively for the internal documentation of the program and may be published in individual cases for marketing and PR purposes in social media. The legal basis for this is UnternehmerTUM’s legitimate interest, according to Art. 6 Para. 1 f) GDPR.
  5. By signing this Participation Agreement, the Participant agrees to the production and use of images for the above-mentioned purposes. The consent is unlimited in time and place.
  6. Furthermore, you agree that your name and email address may be passed on to companies listed below, which belong to the UnternehmerTUM network, for the purposes mentioned above:
  • UnternehmerTUM GmbH
  • UnternehmerTUM Projekt GmbH
  • UnternehmerTUM MakerSpace GmbH
  • UnternehmerTUM Industrial Innovators LEC GmbH
  • Unternehmertum Venture Capital Partners GmbH
  • Munich Urban Colab GmbH
  • Technical University Munich (TUM)
  • TUM Venture Labs Management gGmbH

Final Provisions

  1. In case any provision in this Participation Agreement shall be or become in whole or in part invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. Ineffective regulations shall be replaced by effective ones closest to the legal and economic regulation intended by both Parties.
  2. This Participation Agreement and any alteration or amendment may be signed in any number of counterparts (including by electronic signature (DocuSign), PDF, and any other electronic signature. For the avoidance of doubt, the termination/ cancellation of the Participation Agreement is subject to written form (126 BGB).
  3. This Participation Agreement shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The statutory provisions on the restriction of the choice of law and on the applicability of mandatory provisions, in particular of the state in which the Participant has his or her habitual residence, if he or she is to be legally regarded as a consumer, shall remain unaffected.