XPRENEURS Program Participation Agreement
This Program Participation Agreement is entered into between UnternehmerTUM GmbH (hereinafter referred to as “UnternehmerTUM”) with its primary place of business located at Lichtenbergstraße 6, 85748 Garching, Germany, and the Participant with respect to the Participant’s participation in XPRENEURS, a program by UnternehmerTUM.
Preamble
XPRENEURS is a start-up incubation program for early-stage technology entrepreneurs offered by UnternehmerTUM. Based on a business modeling framework, XPRENEURS supports teams on their way to a sound and scalable business case. During the intense virtual and partially onsite program, participants benefit from personal education, coaching, and advice provided by experienced technology entrepreneurs and leading industry experts, access to potential clients and free office space.
During the XPRENEURS program, all Participants are expected to be working on growing and improving their business by actively using XPRENEURS/ UnternehmerTUM resources, training offerings and facilities as well as participating in the program.
In view of the above, the Parties conclude this Participation Agreement subject to the following terms and conditions:
§ 1Scope of Services of UnternehmerTUM
As part of the XPRENEURS program, UnternehmerTUM provides Participant, in such manner as it deems appropriate, in particular with the following services:
Review and development of business models.
Regular 1:1 sessions with the XPRENEURS program team.
Ongoing exchange with other founders participating in the program.
Matched personal mentor supporting Participant and associated team.
Individual mentorship during and after the XPRENEURS program.
Founder insights provided by experienced entrepreneurs.
Insights on sales, marketing, operations, finance, etc.
Pitch and presentation training.
Network to potential customers and investors.
All XPRENEURS services are at all times free of charge for Participants.
§ 2Duties of Participant
Participant is committed to:
Actively participate in and commit to the XPRENEURS program.
Make extensive use of offered training and coachings.
Use provided office space.
Make use of networking possibilities, introductions to network partners and potential investors.
Prepare for and participate in mandatory events (at least one of the co-founders) in presence at XConnect 1, XConnect 2 and the Demo Day (XHIBITION).
Attend regular meetings with the XPRENEURS team to discuss goals, challenges and accomplishments.
Set and review milestones continuously.
Develop a sound business model and financial model based on the provided business modeling frameworks.
Be open to exchange and knowledge sharing with other Participants / teams of the XPRENEURS program.
Provide baseline information on the status and progress of the company in regular surveys and the annual alumni survey for XPRENEURS reporting and program monitoring.
Attend the reserved / booked 1:1 sessions or cancel at least 48 hours in advance if you cannot attend.
If the Participant and/or the associated team uses the office space of UnternehmerTUM, the applicable house rules must be observed and complied with.
Furthermore, with respect to the usage of guest Wi-Fi provided in the office space (§2 (1) (c)), the Participant is solely responsible for their internet use. When retrieving, storing, transmitting, distributing and displaying certain content, the Participant is subject to legal restrictions, in particular copyright restrictions and data privacy laws. The Participant shall ensure adherence to statutory provisions and in particular refrain from unlawfully copying, distributing or downloading copyrighted material. If claims are asserted against UnternehmerTUM by third parties due to a breach of the general rule above and/or statutory provisions, the Participant shall indemnify UnternehmerTUM in this respect. This applies in particular to breaches of copyright and data protection law. Further rules in the form of terms of usage for guest Wi-Fi may apply.
§ 3Confidentiality
The Parties are obliged to keep all Confidential Information secret and not to pass it on or disclose it to third parties as well as keep it protected against unauthorized access by third parties or use it for purposes other than the participation in XPRENEURS. This obligation extends beyond the program duration.
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 XPRENEURS program, which the receiving Party receives, directly or indirectly, in written, electronic or other form during the program.
The Parties shall ensure that their employees and other third parties involved in the XPRENEURS program also observe the confidentiality described above. Third parties do not include professional consultants of the Parties who are obliged to maintain confidentiality by virtue of professional code of conduct or by law.
The confidentiality obligations do not apply if and to the extent that the information concerned:
is generally known or becomes generally known through no fault of the receiving Party, or
was or is lawfully obtained by the receiving Party from a third party without the imposition of a confidentiality obligation, or
is already legally present with the receiving Party or has been or will be developed independently of the program,
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.
§ 4Liability
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.
UnternehmerTUM shall not be liable for any advice or the depth, extent, quality and/or quantity of services provided under the XPRENEURS program.
The Parties agree further that the services provided under Participation Agreement are merely advisory in nature, without any binding effect. 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.
§ 5Term, Termination
This Participation Agreement commences on [March 4] and ends after 6 months. The XPRENEURS program runs for 6 months and is split in two parts: active program participation in months 1-3 (until graduation at demo day) and passive program participation in months 4-6, in which the participant may continue to use the office space and mentoring. Exceptions are made occasionally in the sole discretion of XPRENEURS/UnternehmerTUM.
The right to terminate the Participation for 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 being guilty of misrepresentation in supplying information required for selection into XPRENEURS.
Any notice of termination must be given in writing.
§ 6Data Protection
The Participant acknowledges that UnternehmerTUM, as the controller within the meaning of Art. 4 Nr. 7 GDPR, is entitled to process the personal data arising in connection with the initiation and processing of the XPRENEUR Program, insofar as this is necessary for the conclusion and processing of the Participation Agreement.
Further Information about the collection and processing of personal data pursuant to Art. 13 GDPR is outlined in the Privacy Policy.
§ 7Image Rights
Insofar as images and video recordings are created as part of the XPRENEURS program, the Participant is aware that the images and video recordings will be used for various purposes. With this in mind, the Participant provides the declaration attached hereto as Annex 2.
§ 8Final Provisions
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.
Any alteration, amendment or cancellation of this Participation Agreement must be made in writing in order to be effective. Electronic format is not acceptable.
This Participation Agreement shall be governed by the laws 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.
ANNEX: Image Rights
The Participant is informed that UnternehmerTUM and/or a third party commissioned by UnternehmerTUM may take photos and/or video recordings of the Participant during the XPRENEURS program and affiliated events as part of the program.
The Participant herby irrevocably agrees to the production and publication of such images/recordings and grants UnternehmerTUM the following rights, with regards to personal rights, copyright as well as any other rights to the images/video recordings that may be affected:
The Participant grants UnternehmerTUM all temporally, geographically unlimited and exclusive rights of use to all images and/or recordings made and published in connection with participation in the XPRENEURS program and affiliated events.
The rights granted hereunder are sublicensable and transferable.
The transfer of the rights extends to all currently known types of use and also includes the digitization, reproduction, distribution, exhibition, presentation, broadcasting, making available to the public and public reproduction by means of image/sound/data carriers, as well as the right to commercial exploitation of the images/recordings, in particular interactive and multimedia products. The recordings may therefore be used both digitally and analogously in all suitable media (e.g. online use of any kind, any print use, TV, cinema, theater, videograms (CD, DVD, etc.), interactive and multimedia use, etc.) and stored in databases, even if they are accessible online.
UnternehmerTUM is entitled to edit the images/recordings while respecting the personal rights of the Participant.
My consent is also valid without restriction for commercial use - such as publication, distribution, editing and forwarding, etc. - in digital form - such as on the Internet and in social networks - and in print form.
In this respect, the Participant agrees that UnternehmerTUM may grant third parties the comprehensive rights in the aforementioned sense. The consent is not limited in time or place and applies to all forms of distribution and publication.