Recipient: Company Name: Competition: Startup Competition Alumni Competition Alabama Launchpad Award Amount: AGREEMENT

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1 Startup Competition Funding Agreement Recipient: Company Name: Competition: Startup Competition Alumni Competition Alabama Launchpad Award Amount: AGREEMENT This FUNDING AGREEMENT (this Agreement ) is by and between the Economic Development Partnership of Alabama Foundation ( EDPA ) and the undersigned Alabama Launchpad Start-Up Competition Award Recipient ( Recipient ). RECITALS Recipient acknowledges and agrees that the issuance to Recipient by EDPA, on behalf of the Alabama Launchpad program, of the Alabama Launchpad Start-Up Competition Award (the Award ) is conditioned upon Recipient s acceptance of and agreement to the Standard Award Conditions set forth below, including Recipient s obligation to utilize the Award solely for the growth and development of Recipient s business and company. EDPA desires to make the Award to Recipient, and Recipient desires to receive the Award from EDPA, based on the parties mutual acceptance of and agreement to the Standard Award Conditions set forth below. STANDARD AWARD CONDITIONS FEDERAL AND STATE LAWS, RULES AND REGULATIONS. Recipient shall comply with all federal and state laws, rules and regulations appropriately applicable and binding as may be published in an official and legal manner. Recipient shall not discriminate on the basis of race, religion, sex, age, disability or national origin against any person applying for employment or employed by Recipient, or with respect to any personnel action proposed or taken while considering such applicant or employee. Recipient agrees to comply with the provisions of the Americans with Disabilities Act. AWARD STIPULATIONS. (a) Recipient shall provide EDPA with its governing documents, a completed and filed IRS Form SS 4 and any other documentation satisfactory to EDPA, demonstrating Recipient s separate existence as an organization. Recipient shall notify EDPA immediately of any change in (i) Recipient s legal or tax status, and (ii) Recipient s executive or key staff responsible for the development of Recipient s business and company. Recipient shall complete Appendix A Company Information and shall notify EDPA immediately of any material change in the information contained therein. (b) Recipient shall use the Award solely for the growth and development of Recipient s business and company, and Recipient shall repay to EDPA any portion of the Award which is not used for those stated purposes. Any changes in the purposes for which the Award is spent must

2 be approved in writing by EDPA prior to implementation. EDPA retains the right, if Recipient breaches this Agreement, to demand immediate return of the Award. Recipient agrees that it shall not use the Award for repayment of personal investment in Recipient s business or for the repayment of other debt. (c) Recipient shall acknowledge the Award, Alabama Launchpad, the Start-Up Competition and EDPA through written and spoken means, where possible and appropriate, thus, facilitating community awareness of these economic development entities and programs. CERTIFICATIONS (a) Recipient certifies that it has not raised equity investment in excess of $1,000,000 from sources other than team members or their friends and families. Recipient further certifies that the business did not have more than $3,000,000 in sales during the calendar year immediately preceding the competition. Federal grant awards, including funding from the SBIR/STTR programs, are excluded from the restrictions in this Section 3(a). (b) Recipient certifies that there are no known legal impediments to launching the business proposed in the submissions to the Start-Up Competition. Recipient further certifies that the ideas and concepts outlined in the submissions to the Start-Up Competition are the original work of the competition participants and that Recipient has obtained the legal rights to use the intellectual property involved. (c) Recipient certifies that it has complied and, as of the date of this Funding Agreement, is currently in compliance with the eligibility requirements established for the Start- Up Competition. Recipient understands that failure to comply with the eligibility requirements of the Start-Up Competition at any time during which Recipient is receiving and/or utilizing the Award can result in disqualification and/or forfeiture of the Award. (d) Recipient agrees to launch the proposed business in the State of Alabama and to maintain its headquarters and the majority of its business operations within the State of Alabama for a period of at least five (5) years following receipt of the first payment under the Award. Senior management of the proposed business will reside and operate in the State of Alabama during this time period. If EDPA should determine, in its sole and absolute discretion, that Recipient has moved its headquarters or a majority of its business operations outside the State of Alabama during the five (5) year period immediately following the payment of the Award, EDPA will notify Recipient, and Recipient will promptly repay EDPA the full amount of the Award plus eight percent (8%) annual interest compounded from the date that the first payment under the Award was paid to Recipient. 4. RECORD RETENTION. Recipient shall maintain its records, including books of original entry, source documents supporting accounting transactions, the general ledger, subsidiary ledgers, personnel and payroll records, cancelled checks and related documents, as required by appropriate guidelines, for three (3) years following Recipient s receipt of the Award. EDPA shall be granted reasonable access, for the purpose of audit and examination, to any books, documents, papers and records of Recipient for so long as Recipient is required to maintain such records pursuant to this Section AWARD REPORTS. Recipient shall submit a written narrative progress report every six (6) months for five (5) years from the date of this Agreement, which report shall show with specificity how the Award has been utilized and will be utilized in the future. Recipient shall keep Page 2

3 EDPA informed of any major problems or successes, or significant changes in Recipient s business and company. 6. LIABILITY; INDEMNIFICATION. Recipient acknowledges and agrees that EDPA, in making this Award, incurs no liability to Recipient with respect to future awards or grants, nor any liability for any conduct or undertakings of Recipient. Recipient hereby irrevocably and unconditionally agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless EDPA, its officers, directors, trustees, employees and agents (which include all judges, reviewers, mentors, sponsors and participants in and related to the Start-Up Competition), from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys fees) directly, indirectly, wholly or partially arising from or in connection with any act or omission of Recipient, its employees or agents, in expending or applying the Award or in carrying out the development of Recipient s business and company, except to the extent that such claims, liabilities, losses or expenses arise from or in connection with any act or omission of EDPA, its officers, directors, trustees, employees or agents. 7. INDEPENDENT CONTRACTOR. Nothing in this Agreement shall constitute the naming of Recipient as an agent or legal representative of EDPA for any purpose whatsoever except as specifically and to the extent set forth herein. This Agreement shall not be deemed to create any relationship of agency, partnership or joint venture between the parties hereto, and Recipient shall make no such representation to anyone. 8. DISPUTE RESOLUTION. Subject to either party s right to seek remedies available to it at law and in equity, in the event of a dispute of any kind arising out of or in any way related to this Agreement, the parties shall endeavor in good faith to settle the dispute through negotiation. If the dispute cannot be resolved through negotiation, or another mutually agreeable dispute resolution mechanism, either of the parties has the right to request non-binding mediation where a mutually agreed upon neutral third party assists the parties in reaching a negotiated settlement. 9. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama applicable to agreements made and to be performed entirely within such State. (signature page follows) Page 3

4 IN WITNESS WHEREOF, the undersigned, having read and understood the information, terms, and conditions set forth herein, hereby executes this Funding Agreement on behalf of the Recipient on this the day of, 20. Signed: Print Name of Signing Party Title: STATE OF ALABAMA COUNTY OF I, the undersigned authority, a Notary Public in and for said County in said State, hereby certify that, of, whose name as, is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the contents of said instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said Recipient as of the day the same bears date. GIVEN under my hand and seal this the day of, 20. NOTARY PUBLIC My Commission Expires: [SEAL] Page 4

5 IN WITNESS WHEREOF, the undersigned, having read and understood the information, terms, and conditions set forth herein, hereby executes this Funding Agreement on behalf of EDPA on this the day of, 20. Signed: Angela Wier Print Name of Signing Party Title: Vice President STATE OF ALABAMA COUNTY OF I, the undersigned authority, a Notary Public in and for said County in said State, hereby certify that, of, whose name as, is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the contents of said instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said Recipient as of the day the same bears date. GIVEN under my hand and seal this the day of, 20. NOTARY PUBLIC My Commission Expires: [SEAL] Page 5

6 APPENDIX A COMPANY INFORMATION 1 Company Name: Company Address: Company Structure, i.e. LLC, C-Corp, etc.: State and Date of Incorporation: IRS Tax Identification Number: President/Chief Executive Officer Contact Information: Name: Additional employer and title, if applicable: Telephone number: address: Financial Data: Previous Calendar Year Sales Revenue (Jan. to Dec.): Current Year Sales Revenues to Date: Total Grant Funding received to date. Please indicate amount and source (Ex: SBIR, STTR, EPA, DARPA, etc.) Value of Total Assets: Total Outstanding Debt: Total Equity Investment since Inception, if applicable: Please list sources and amounts of equity investment, if applicable: 1 Where additional space is needed, please attach a separate sheet. A-1

7 Board of Directors: Please list the names, employers and titles of the members of Board of Directors. This may be provided on a separate sheet or sheets if more space is needed. Officers: Please list the names of the company s officers. For each officer, please list any affiliations to the participating university and any other employers and titles if applicable. This may be provided on a separate sheet or sheets if more space is needed. Ownership, Equity, and Stock Interests: Please provide a schedule outlining the current ownership/equity/stock interests in the company. This may be provided on a separate sheet or sheets if more space is needed. Employees: Please list other employees of the company. Location: Please describe current business location and operations, as well as any plans to move or relocate the business in the next 12 months, such as incubation facilities, etc. A-2

8 Intellectual Property: Does the company have any specific intellectual property that is critical to the company s business operations? If yes, please describe briefly. If yes, who owns said intellectual property? Please be specific. Has the company or another organization (i.e. a university) filed for protection of said intellectual property? If yes, please provide more details (ex. Patent application date, current application status, etc.) Has the company made arrangements with the owner of the intellectual property to use the IP in their business? Please be as detailed as possible, and please attach additional sheets or documents if desired (Ex: Letter of understanding from university or owner of IP). A-3