22nd Mar 2016 Barcelona
Monthly petit committee to get to know companies from all over the world to select those which are matching the investment criteria of our international investors of our CBA network.
Timing :10.00 AM to 1.00 PM
Avenida Diagonal 490 , 2-2 Barcelona,Spain, Zip code: 08003
Memorandum of Understanding
CROSS BORDER ANGELS LTD. (CBA)
This Memorandum of Understanding (this “MOU”) made on
By and between:
Cross Border Angels Ltd., is part of the Scaale Group.
Cross Border Angels Ltd. having its office at Suite 1201, Tower 2, The Gateway, 25 Canton Road, Tsimshatsui Kowloon, Hong Kong (hereinafter referred to as “CBA”) which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors in business and permitted assigns) of the First Part;
having its office at (hereinafter referred to as “”) which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors in business and permitted assigns) of the Second Part;
CBA and shall here in after be individually referred to as a "Party" and collectively as the "Parties”.
A. CBA is an exclusive international investment network specialized in cross border investments in international companies. This means that our investors look at high potential companies based in different countries and are not only focused on local investments.
B. CBA organizes meetings with its investors to present investment opportunities. CBA is founded by Scaale Group.
C. is a business formed in order to, inter alia, carry on the business of Business Type
D. is interested to present its business idea/plan (“Pitch Presentation”) before the investors with a view to raise funding from various angel/seed investors introduced by CBA and CBA has agreed to provide the Pitch Presentation prepared by at its various CBA investment meetings and to its members that may be useful to for initiating meetings with angel/seed stage investors introduced by CBA.
NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS AND COVENANTS CONTAINED HEREIN, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HEREBY AGREE AS FOLLOWS:
1.1. would like to give the Pitch Presentation at various CBA investment meetings which would be designed to give the Pitch Presentation of ’ business, startup vision and its business plan. will give the Pitch Presentation physically or virtually, with the objective to raise capital.
1.2. The Pitch presentation given by will help them to explore potential joint interest alliance, angel or seed investment, and/or an acquisition.
1.3. CBA’s activity is to present the Pitch Presentations to the investors in relation with in search of capital, at various investors meetings. CBA
On the Effective Date CBA will start the process to present in front of investors by performing the following steps:
2.1. Administration Fee: CBA charges an Administration Fee of $100 + Taxes to apply to the global angel investment club,to be paid within 5 working days of signing the MoU. We will need to receive the Pitch Presentation and Financial Model in English.
2.2. Video Pitch and Online Platform (optional): You can create a 2 minutes video Pitch Presentation that will highlight details about your company. You will be given all the instructions to prepare and develop the video. The video will be uploaded on our Online Platform. Only CBA members will have access to the Online Platform, and they have all signed non-disclosure agreement (NDA) when they have joined CBA as members.
2.3. Deal Flow Newsletter: CBA will send out a private newsletter to its members with the video to showcase your Investment Opportunity. CBA Team would receive feedback from the network on the interest level to pursue the Investment Opportunity.
2.4. Investment Meeting: On interest, CBA will set up the Investment Meeting for you to discuss and present the Investment Opportunity to global investors. will have time to present your investment opportunity to investors & generally will be followed by a Q&A session from potential investors. CBA Team members will provide support to conduct the meeting, as may be required.
2.5. Follow Up: After the Investment Meeting, our CBA team would follow up with the investors and provide you their feedback.
2.6. Deal Promotion: CBA will also promote the deal with 2 tweets on Twitter and 2 posts on Linkedin mentioning the fund raise per week, post the consent of . would have to provide us with the content for the blog/tweet that will be used for this purpose.
3. TERMS AND CONDITIONS:
3.1. CBA will have exclusivity on the investors and contacts introduced by CBA.
3.2. Timing: The Tenure of the MoU is valid for the current fund raising round or for a period of 3 months.
3.3. General Terms and Conditions of CBA are also attached hereunder as Annexure A.
4. Non-Disclosure & Confidential Information
4.1. “Confidential Information” means any written, graphic or machine readable information including, but not limited to, that which relates to patents, patent applications, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs, algorithms, regulatory information, business plans, agreements with third parties, services, customers, marketing or finances of Scaale, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, would, under the circumstances, appear to a reasonable person to be confidential or proprietary. CBA members and interested investors should be a part of this disclosure.
4.2. CBA and agree not to use any Confidential Information disclosed to it by the other party for its own use or for any purpose other than to carry out discussions concerning, and the undertaking of, the Relationship. Neither party shall disclose or permit disclosure of any Confidential Information of the other party to third parties or to employees of the party receiving Confidential Information, other than directors, officers, employees, consultants and agents who are required to have the information in order to carry out the discussions regarding the Relationship. Each party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this MOU to have any such information. Such measures shall include, but not be limited to, the highest degree of care that the receiving party utilizes to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care. Each party agrees to notify the other in writing of any actual or suspected misuse, misappropriation, or unauthorized disclosure of Confidential Information of the disclosing party which may come to the receiving party’s attention.
Notwithstanding the above, neither party shall have liability to the other with regard to any Confidential Information of the other, which the receiving party can prove:
4.3.1. was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving party;
4.3.2. was known to the receiving party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure;
4.3.3. is disclosed with the prior written approval of the disclosing party;
4.3.4. was independently developed by the receiving party without any use of the Confidential Information of the disclosing party and by employees of the receiving party who have not had access to the Confidential Information, as demonstrated by files created at the time of such independent development;
4.3.5. becomes known to the receiving party, without restriction, from a source other than the disclosing party without breach of this Agreement by the receiving party and otherwise not in violation of the disclosing party’s rights;
4.3.6. is disclosed generally to third parties by the disclosing party without restrictions similar to those contained in this Agreement; or
4.3.7. is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide prompt notice of such court order or requirement to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.
5.1. During the term of this MOU, and with respect to this mandate, will not circumvent CBA in any way whatsoever.
5.2. For the purpose of this MOU, such non-circumvention means that shall not make any contact, verbal or written with any third-party introduced by CBA, in relation to the mandate, without the express permission of CBA.
5.3. , by accepting these terms and conditions, confirms and undertakes not to solicit business or communicate and deal with the entities introduced by CBA without the written permission of CBA with respect to this mandate for a period of eighteen months from the date of closure of this Agreement.
6.1. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.
7.1. Without prejudice to the other provisions of this Agreement and/or any other rights of the Parties, each Party to this Agreement (“Indemnifying Party”) shall indemnify and keep indemnified the other Party (“Indemnified Party”) from and against any and all actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, attorney’s fees and disbursements) (collectively “Loss”) relating to or arising out of:
7.1.1. any inaccuracy in or breach of the representations, warranties, terms, undertakings or covenants made by the Indemnifying Party herein and/or in any document/agreement entered into pursuant to this Agreement; or
7.1.2. any other conduct by the Indemnifying Party or their/its nominees, employees, agents or delegates as a result of which, in whole or in part, any Indemnified Party is made a party to, or otherwise incurs any Loss pursuant to, any action, suit, claim or proceeding arising out of or relating to any such conduct; or
7.1.3. any act or omission undertaken by an Indemnified Party at the request of or with the consent of the Indemnifying Party; or
7.1.4. any contravention of Laws relating to any action or proceedings taken against an Indemnified Party in connection with any such contravention or alleged contravention by the Indemnifying Party.
8. LIMITATION OF LIABILITY
8.1. CBA’s maximum liability relating to services rendered under this MOU (regardless of form of action, whether in contract, negligence or otherwise) shall be limited to 10% of the fees paid to CBA for the services/portion of services or related work products giving rise to the liability. In no event shall CBA be liable for consequential, special, incidental or punitive loss, damage or expense (including without limitation, lost profits, opportunity costs, etc.) even if CBA has been advised of their possible existence. This provision shall survive the termination of this MOU.
8.2. will hold harmless CBA, its partners and personnel against all actions, claims, proceedings, losses, damages, costs and expenses, whatsoever and howsoever caused, incurred, sustained or arising from, or in connection with, the provision of the services under this Agreement. This provision shall survive the termination of this MOUfor any reason.
9. INDEPENDENT CONTRACTOR
9.1. The parties are not employer and employee and nothing contained herein shall be construed as creating such relationship for any purpose whatsoever. The parties agree that each is, for all purposes, an Independent Contractor and that this Agreement does not create an employment relationship, a partnership, a joint venture, or any other relationship other than that of Independent Contractor. CBA shall not in any respect be subject to the orders, direction or control of as to the amount of time it shall spend in the performance of this Agreement, the manner of its performance, or the details of its work, and CBA may adopt and follow or change such arrangements as it chooses with regard thereto.All expenses of CBA shall be borne by CBA and shall in no way, either directory or indirectly, be or become the obligation of .
9.2. Each party shall be solely responsible for all Federal, State and City Income Tax Returns relating to its business Both parties represent that this Agreement shall not cause a breach or, or conflict with, any other agreement to which it is a party. Each party represents that the signor on its behalf has authority to bind it hereto.
10. REPRESENTATIONS OF THE PARTIES
10.1. shall make no representations, warranties, discounts, rebates or any commitments that may be binding upon CBA, unless such authority to bind is given in writing in response to a specific request. shall in no manner whatsoever neither conduct business or incur any obligations in the name of CBA nor make any untruthful, misleading, or unethical statements or representations. shall be liable for any damage, loss or expense to CBA caused by is breach of this provision or any act, omission or misrepresentation made by him and not expressly authorized by CBA
10.2. CBA shall make no representations, warranties, discounts, rebates or any commitments that may be binding upon unless such authority to bind is given in writing in response to a specific request. CBA shall in no manner whatsoever neither conduct business or incur any obligations in the name of or make any untruthful, misleading or unethical statements or representations. CBA shall be liable for any damage, loss or expense to caused by breach of this provision or any act, omission, or misrepresentation made by CBA and not expressly authorized by .
10.3. CBA shall not be responsible for and shall have no duty to independently verify any information, opinion or representation pertaining to .agrees to indemnify and hold CBA, it agents, directors, officers, shareholders, employees, successors and assigns harmless from any and all costs, expenses, and fees (including reasonable attorneys’ fees) incurred by them relating to any and every claim, action or demand arising out of the inaccuracy of any information, fact or representation pertaining to ; provided, if the claim, action or demand arises out of the intentional misstatements of CBA, then shall have no liability to indemnify.
11. ENTIRE AGREEMENT
11.1. This Agreement is the product of both of the parties hereto, and constitutes the entire agreement between such parties pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein.
11.2. Any and all other written or oral agreements’ existing between the parties hereto regarding such transactions are expressly cancelled.
12. NO MODIFICATION
12.1. CBA and each agree that it shall not modify, reverse engineer, decompile, create other works from, or disassemble any technology or intellectual property contained in the Confidential Information of the other party unless permitted in writing by the disclosing party.
13.1. Any notice or other communication that may be given by one Party to the other shall always be in writing and shall be served either by (i) hand delivery duly acknowledged; or (ii) sent by registered post with acknowledgment due; or (iii) by facsimile at the respective addresses set out herein below or at such other address as may be subsequently communicated by one Party to the other in writing as set out herein. If the notice is sent by facsimile, the said notice shall also be sent by registered post acknowledgment due:
Suite 1201, Tower 2, The Gateway, 25
Canton Road, Tsimshatsui Kowloon, Hong Kong
13.2. All notices shall be deemed to have been validly given on (i) the business date immediately after the date of transmission with confirmed answer back, if transmitted by facsimile transmission, or (ii) the business date of receipt, if sent by courier or hand delivery; or (iii) the expiry of seven days after posting, if sent by registered post.
13.3. Any Party may, from time to time, change its address or representative for receipt of notices provided for in this MOU. If there will be a change in address of one of the Parties occur, the transferring Party shall give written notice to the other.
14. FURTHER ASSURANCES
14.1. Each Party hereby agrees that, at any time and from time to time, upon the written request of any other Party, they shall promptly and duly execute and deliver all such further instruments and documents, and do or procure to be done all such acts or things, as may be necessary in obtaining the full benefits of this Agreement and of the rights and ownership herein granted and do or procure to be done each and every act or thing which may from time to time require to be done for the purpose of enforcing the rights of the Parties under this Agreement.
15. RESOLUTION OF DISPUTES
15.1. If any disagreement arises out of or in connection with the validity, application or interpretation of this MOU (the “Dispute”), the Parties shall endeavor in good faith to resolve the Dispute by negotiation and without excessive formality within 7 (seven) Days of a written notice setting out the nature of such Dispute (the “Dispute Notice”).
15.2. In the event that any Dispute is unable to be resolved between the Parties pursuant to Clause 15.1 within 21 (twenty-one) Days of receipt of the Dispute Notice, then such Dispute shall be settled exclusively and finally by arbitration. The arbitration tribunal shall consist of sole arbitrator to be mutually agreed upon by all the Parties. The place of arbitration shall be Hong Kong.
15.3. Responsibility of payment for all costs of arbitration, excepting counsel fees, shall be included in the arbitration award.
16. GOVERNING LAW; JURISDICTION
16.1. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of Hong Kong, without giving effect to principles of conflicts of law. Each of the parties hereto consents to the exclusive jurisdiction and venue of the courts of Hong Kong.
17. MISCELLANEOUS PROVISION
17.1. 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 MOU shall in any way affect, diminish or prejudice the right of such Party to require performance of that provision, and any waiver or acquiescence by any Party of any breach of any of the provisions of this MOU shall not be construed as a waiver or acquiescence of any continuing or succeeding breach of such provisions, a waiver of any right under or arising out of this MOU or acquiescence to or recognition of rights other than that expressly stipulated in this MOU.
17.2. Cumulative Rights
All remedies of either Party under this MOU whether provided herein or conferred by statute, civil law, common law, custom or trade usage, are cumulative and not alternative and may be enforced successively or concurrently.
17.3. Partial Invalidity
If any provision of this MOU or the application thereof to any Person or circumstance shall be invalid or unenforceable to any extent, the remainder of this MOU 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 MOU shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of this MOU shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision. Provided however, if said provision is fundamental provision of this MOU or forms part of the consideration or object of this MOU, the provision of this Clause shall not apply.
No modification or amendment of this MOU and no waiver of any of the terms or conditions hereof shall be valid or binding unless made in writing and duly executed by all the Parties.
This MOU and the rights and liabilities hereunder shall bind and inure to the benefit of the respective successors of the Parties hereto, but no Party hereto shall assign or transfer any of its rights and liabilities hereunder to any other Person without the prior written consent of the other Parties.
17.6. Entire MOU
This MOU constitutes the entire MOU between the Parties with respect to the rights relating to management and governance of the business and affairs of the Company and supersedes and cancels any prior oral or written MOU, representation, understanding, arrangement, communication or expression of intent relating to the subject matter of this MOU.
17.7. Public announcements
No Party to this MOU shall make any disclosure or announcements about the subject matter of this MOU to any Person without the prior written consent of the other Parties.
17.8. Costs and Expenses
Each Party shall bear its own legal, accounting, professional and advisory fees and other costs and expenses incurred by it in connection with this MOU and the transactions contemplated herein.
17.9. Execution in Counterparts
This MOU may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.
The persons signing this MOU on behalf of the Parties represent and covenant that they have the authority to so sign and execute this document on behalf of the Parties for whom they are signing.
The Parties agree and acknowledge that this MOU shall be executed in English language.
We, the undersigned have read and agree with this MOU
For Cross Border Angels Ltd.
1. The Pitch Presentation is prepared by including any of its affiliates for approaching CBA investors or potential investors to whom such Pitch Presentation is directly addressed and delivered in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with CBA.
2. The Pitch Presentation is based on information provided by or on behalf of , CBA assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all respects.
3. No representation or warranty, express or implied, is made as to the accuracy or completeness of such information in the Pitch Presentation and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future
4. The Pitch Presentation is designed for use by specific persons familiar with the business and affairs of and is being furnished and should be considered only in connection with other written information, being provided by CBA in connection herewith.
5. The Pitch Presentation is not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. Prior to entering into any transaction or the relevant investors should determine, without reliance on CBA, the economic risks and merits as well as the legal, tax and accounting characterizations and consequences of any such transaction.
6. In this regard, by accepting this presentation, acknowledges that (a) CBA is not in the business of providing (and is not relying on CBA for) legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any transaction, (c) or the relevant investors should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) should apprise senior management as to such legal, tax and accounting advice (and any risks associated with any transaction) and CBA disclaimer as to these matters.
7. CBA does not provide tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by CBA to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer.
8. The Pitch Presentation do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by CBA to provide or arrange any financing for any transaction or to purchase any security in connection therewith.
9. CBA is not acting in any other capacity as a fiduciary to . CBA assumes no obligation to update or otherwise revise the Pitch Presentation. This Pitch Presentation may not be reproduced, disseminated, quoted, summarized, or referred to, in whole or in part, without the prior written consent of CBA.
10. The Pitch Presentation may not reflect information known to other professionals in other business areas of CBA.
11. To the extent information in the Pitch Presentation includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed with the managements of and/or other potential transaction participants or obtained from public sources, CBA has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements.
12. CBA provides advisory services to a wide range of corporations and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, CBA may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts of customers, in debt or equity securities or loans of the Company, potential counterparties, or any other company that may be involved in a transaction.
13. The Pitch Presentation provided by CBA is for informational purposes only and is not intended to be legal advice or investment advice and should not be relied on for such purposes. In addition the facts and circumstances of each startups company are different and may be fluid and unpredictable. Thus advice must be sought from well- informed legal, investment, tax, financial and management professionals.
14. CBA is not responsible for or has any liability for any act or omission or information provided by in its Pitch Presentation.
15. CBA shall have no liability of any nature, whether in contract, or otherwise, for any losses whatsoever and howsoever caused, including to and the prospective strategic partners / investors / financiers arising from or in any manner connected with this engagement and Pitch Presentation.
I have read and understand this agreement, and I accept and agree to all of its terms and conditions.
Terms of Membership
I have read and understand this Terms and Conditions, and I accept and agree to all of its terms and conditions.
Terms of Membership
I have read and understand this Terms and Conditions, and I accept and agree to all of its terms and conditions.
Only "Accredited Investors" are allowed to register as an Investor member of Cross Border Angels. In case you are not an accredited investor, you can be a part of this exclusive club by signing up as an Expert Member. Please email us on email@example.com for more details.