EXCELERATOR TERMS AND CONDITIONS

 

The Excelerator Agreement

The Excelerator Agreement sets out the terms and conditions of an Excelerator program.

 

The following sets out some of the proposed terms and conditions of a typical Excelerator Agreement.

 

These terms and conditions may be negotiated and changed as agreed between the parties.

 

All reasonable requirements for the operation of the Excelerator Agreement shall be provided upon request within 14 days and at the client’s expense.

 

A draft of the proposed Excelerator Agreement will be provided, negotiated, agreed and signed by all parties prior to the commencement of the Excelerator program.

 

There is no charge for the preparation of the Excelerator Agreement.

 

Mutual Obligations

There are a number of mutual obligations for the Excelerator team and the business.

 

The Excelerator program and the Excelerator team members will:
1. Provide a team of business development professionals who will drive and deliver a business development program.
2. Produce a documented business development plan (BDP).
3. Attend monthly business development meetings. (BDM’S)
4. Implement required actions as agreed at the business development meetings.
5. Provide services, consultancy and advice as and when required.
6. Attend meetings with and for the business as agreed.
7. Deliver on the services as specified in the Scope of Works.
8. Adhere to the terms and conditions in the Excelerator agreement.

 

The business will:
1. Provide business development plan input and assistance.
2. Provide business development plan implementation assistance and support.
3. Undertake and pay for such services as required and agreed.
4. Attend such meetings as may be required and agreed.
5. Pay the monthly Excelerator fees as agreed.
6. Pay the Success Fees as agreed.
7. Pay any "out of pocket" expenses as incurred.
8. Provide any interest/s in the business as agreed.
9. Adhere to the terms and conditions of the Excelerator agreement.

 

 

Scope of Works

A documented Scope of Works will be provided which forms part of the Excelerator Agreement.

 

The Scope of Works details the content, milestones and a quotation for the provision of the various Excelerator program services by the Excelerator team members.

 

The Scope of Works is a response to the needs of the business based on initial briefings.

 

Should less time be involved in delivering the Scope of Works than anticipated then the monthly Excelerator fee charged shall be adjusted accordingly on a pro rata basis.

 

There is no charge for the preparation of the Scope of Works.

 

 

Delivery

Delivery of the Excelerator program is facilitated by Excelerator Convenor representing the Excelerator team members.

 

Each Excelerator provider is individually responsible for their services and any liabilities arising from their provision.

 

An Excelerator team member may resign at any time with 1 month notice.

 

Notwithstanding resignation all fees shall remain due up to the time of resignation.

 

 

Third Parties

The services of third parties who may be recommended by the Excelerator team and used by the Client.

 

For any supervised third parties the Convener shall be entitled to an overriding interest of 20% of any fees and interests paid or due to the third party.

 

 

Milestone Achievements

In the event of a successful relationship between the parties the parties may wish to further strengthen their relationship by rewarding Milestone Achievements.

 

A Milestone Achievement may offer equity, options or other benefits to Excelerator team members on the achievement of specified objectives.

 

A Milestone Achievement may trigger an automatic extension of the Excelerator services for an agreed period and terms.

 

Ongoing Retainer

At the conclusion of the Excelerator program the business may wish for the Excelerator team to members to provide ongoing services under an agreed retainer. 

 

These services shall be provided as agreed and shall be subject to the previous terms and conditions of the Excelerator Agreement.

 

 

Fees

Unless specified to the contrary, the Convener and any Excelerator team members consultants are charged at a rate of $1,500 per day or $190 per hour plus GST.

 

 

Payments

All Monthly Excelerator Fees, Excelerator Success Fees, Commissions, Expenses and Additional Service Fees due to Excelerator Team members during the duration of the Excelerator program shall be paid to the Excelerator Convenor.

 

The Convenor shall be responsibe to distribute all payments due to Excelerator team members. 

 

The Monthly Excelerator Fees and any Success Fees are distribute proportionally according to the Excelerator team member’s contribution to the Excelerator program as specified in the Scope of Works.

 

The Excelerator Convenor is entitled to receive an Overriding Commission on all fees and interests due to Excelerator team members during the term of the Excelertor Agreement.

 

The payment of any Overidding Commissions are agreed and arranged between the Excelerator Convenor and the various Excelerator team members.

 

A nominated account of Excelerator Convenor shall receive all payments due from the business.

 

All payments due shall be plus GST.

 

Penalty interest of 10% shall be charged on all dues which remain unpaid after 90 days from the due date.

 

 

Investment for Growth

It is encouraged that a minimum Marketing and Promotional Budget of between 1.5% to 2.5% of annual gross revenue should be budgeted to develop and implement the proposed business development plan.

 

Intellectual Property

Under the Excelerator Agreement the business and the Excelerator team members agree to combine their expertise and Intellectual Property.

 

The business shall own the intellectual property in the business and the business concept and shall be responsible to register and protect the intellectual property in the business and the business concepts.

 

The Excelerator Convenor representing the Excelerator team members shall own the intellectual property and copyright in the Excelerator program and the ideas, concepts, materials and software provided to the business during the Excelerator program.

 

Copyright in any materials and ideas provided shall be retained by the provider with fair use licensed to the client.

 

 

Review

A review of the Excelerator program’s and the Excelerator team member/s performance shall be undertaken by the client after one (1) month of the commencement of the Excelerator program.

 

At the time of review the business and Excelerator team members may make any changes as agreed or may invoke the termination clauses.

 

Reviews are held after one and three months and thereafter annually.

 

 

Termination

The Excelerator program may be suspended or terminated under various conditions as specified in the Excelerator Agreement such as non performance, non achievement of revenue targets or non compliance with the Excelerator Agreement.

 

Upon termination the monthly Excelerator fees shall be paid pro rata for the services provided to the date of termination.

 

A terminated Excelerator team member/s shall be entitled to any Success Fees or commissions which were due up to the time of termination.

 

Provision of the Excelerator program may be postponed after four (4) months and terminated after six (6) months if fees due are unpaid.

 

All fees due to the time of termination shall remain due.

 

Confidentiality

Excelerator team members are required to treat as confidential the existence and nature of the Excelerator program and business relationship with the business and shall ensure that facts, secrets and plans concerning the business are not passed on to any third party without prior agreement.

 

Conflicts of Interest

All Excelerator team members are required to avoid and/or declare any possible conflicts of interest throughout the duration of the Excelerator program.

 

Relationship of the Parties

The relationship between the business and the Excelerator team member/s is based in contract.

 

The Excelerator team member/s are not, and nothing in the Excelerator agreement will be taken as making the Excelerator team member/s, an employee, partner or director of the business.

 

 

Related Parties

The Excelerator Agreement shall remain enforceable with any party related to the client.

 

 

Limitation of Liability

The Excelerator Convenor and Excelerator team members shall have limited liability to the business for any loss or damages arising during the Excelerator program.

 

Any liability shall be limited to the value of any and all fees received.

 

 

Arbitration

Any disputes shall be decided by a mutually agreed arbiter.

 

Nothing in the Exceleator Agreement shallpreclude any remedy at law.

 

Satisfaction Guarantee

Satisfaction with the Excelerator program is guaranteed.

 

A complete review of workload and performance of the Excelerator team shall be held after the first month to ensure mutual satisfaction with the proposed arrangements.

 

At the time of review any adjustments shall be made as mutually agreed.

 

If, for any reason, the business does not wish to continue with the Excelerator program after the initial month then the Excelerator program shall be concluded and only the first two months Excelerator fee shall be charged.

 

 

Good Faith

The business and the Excelerator team members recognize that any agreement cannot foresee all possible situations and circumstances but agree to address any issues at the business development meetings. All parties are required to act in good faith at all times in regards to each other.

 

The business and Excelerator team members agree at all times to undertake their responsibilities in good faith and in a proper, timely and professional manner.