Investor Partnership

Last modified: July 14, 2018

Purpose

This Investor Partnership Agreement is between Graypes GmbH and a Graypes Business Investing Partner as defined below, for the purpose of funding of innovative ideas and business proposals, uploaded by innovators and researchers and evaluated by Graypes service.

Definitions

Graypes Business Investing Partner, abbreviated GBIP, is considered any financial institution, business entity or investing entity, including but not limited to private or public fund, acting as a potential investor over innovative ideas successfully evaluated by the Graypes service and transformed to high quality and high caliber business plans.

Graypes Disclosing Party, abbreviated GDP, is Graypes GmbH or an innovator or a researcher, owner of innovative ideas or business proposals.

Partnership Terms

1. The GBIP shall hold in confidence all information and ideas of any kind (hereinafter referred to as "Confidential Information") disclosed to it by the GDP, which are identified at time of disclosure as being confidential. Confidential Information shall also include information obtained as a result of being allowed access to any premises where the GDP may carry on business as well as any information, the nature of which makes it clear that the information is confidential. Both parties have to sign mutual NDAs (Confidentiality and Non Disclosure Agreements) before any further act of partnership.

2. Signed NDAs are required, valid and applicable between GBIP and GDP in order to guarantee confidentiality for the innovation ideas and Intellectual Property of all the innovative companies registered into Graypes service.

3. Graypes GmbH will provide to the GBIP unlimited free access for one license on the next Graypes services: graypes IRIS, Graypes GENE, Graypes GIFT and Graypes EPIC.

4. Graypes GmbH will enable the delivery of high quality business plans to the GBIP through the Graypes EPIC funding service.

5. The GBIP will have the opportunity of investing in any innovative idea and company, successfully evaluated by the Graypes EPIC service and of which idea and company the business plan will be delivered to GBIP by the Graypes service.

6. The GBIP should assign and announce in written form a key account manager interfacing with Graypes GmbH specialized consultants.

7. Upon a successful completion of a funding negotiation between a GBIP and GDP, GBIP has to execute the next:
 a. Issue a formal email letter, addressed to both Graypes GmbH and GDP, metioning amongs others the total amount invested to GDP
 b. Pay Graypes GmbH, in 30 calendar days upon issuing [a], the Success Investment Fee. This fee is the 5% of the total amount invested from the GBIP to the GDP.
No investment from the GBIP to the GDP is valid before the payment completion, as of above task [b].

8. The data and information extracted from Graypes platform and the Graypes services should not be used by the GBIP in commercial activities returning revenue stream to the GBIP not linked to Graypes GmbH channel.

9. The GBIP can optionally grant to Graypes GmbH and Graypes service a non-exclusive right and license to use the GBIP’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the GBIP collaboration with Graypes GmbH.

10. The GBIP is optionally granted the right to use Graypes GmbH trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the GBIP collaboration with Graypes GmbH upon written permission and approval from Graypes GmbH.

11. The GBIP should not realize any commercial activities with members of Graypes GENE open networking community, bypassing Graypes GmbH channel without notifying and involving Graypes GmbH.

12. The duration of this agreement is three (3) years. Three (3) months before the expiration of this Investor Partnership Agreement both parties can discuss and agree on the terms and condition of a possible extension.

13. Graypes GmbH reserves the right to terminate any Investor Partnership Agreement in its sole and absolute discretion with one month notice. The GBIP will have no legal recourse against Graypes GmbH for the rejection of the Investor Partnership Agreement. Without limiting the right to terminate any Investor Partnership Agreement for any reason whatsoever in Graypes GmbH's absolute discretion, the Investor Partnership Agreement will be rejected if it is non complete, if the GBIP’s services, web site, image, contains images or content that is not acceptable to Graypes GmbH or is inconsistent with the business vision and ethics of Graypes GmbH, or if the GBIP is involved in any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if the GBIP site contains any material that appears to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party.