Confidential Information

[Stamp duty – fifty paise for every one hundred rupees or part thereof on the total
amount or value of; the average annual rent, premium, fine and money advanced,
subject to a minimum of rupees fifty.]

INCUBATION SUPPORT AGREEMENT

This Incubation Support Agreement (hereinafter “The Agreement”) is effective as of

[insert date] (“Effective Date”) by and between

The Incubator, a Society registered under the Karnataka Societies' Registration

Act, situated at xxxxxxxxxxxx, Hubali, Dharwad, Karnataka (hereinafter referred
to as “Incubator”), which expression, unless repugnant to the context, shall mean
and include successors in interest and assigns, and represented by its Chief
Executive of the FIRST PART.

AND

XXX Company Private Limited, a private limited company incorporated under the
Companies Act, 2013 with CIN# xxxxxxxxxxxxxxxxxxx having its registered office
at No. xx, xxxxxxxxxx, Bangalore, Karnataka (hereinafter referred to as the
“Company”, which expression shall include its successors, affiliates and permitted
assigns& body corporate) of the SECOND PART represented by its Authorized
Person.

The above entities are referred to as the “Party” individually or “Parties”

collectively, as the context may demand.

WHEREAS,

a. Incubator acknowledges the role played by the technology incubators in

promoting entrepreneurship, employment and economic growth and in
accordance with its social responsibility supports different activities for the
development of entrepreneurialism by accommodating new entrepreneurial
initiatives by providing space, infrastructure services and technical
assistance to set up their businesses.
b. The Company has been incorporated with an object of
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxx (the “Business”), upholding highest values of personal
and professional integrity, ethics and honesty;
c. As part of the assistance offered to the Company, Incubator shall license
Services (as defined below), subject to and in accordance with such terms and
conditions as set forth herein, to the Company for such purpose as mentioned
in the Agreement.

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NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL

COVENANTS AND AGREEMENTS HEREINAFTER SET FORTH, THE
PARTIES AGREE AS FOLLOWS:

1. SERVICES:

1.1. The Company shall during the Term have a right to use, subject to the terms
of this section, assets and other facilities as stated in Annexure-1 (the
“Services”) for purposes of carrying out its Business (the “License”).

1.2. The Company shall use the Services as a licensee and nothing should be
construed to create a tenancy of the Services in favour of the Company.

1.3. The Parties agree that Incubator shall at all times remain in absolute
possession, ownership, management and control of the Services and all part
thereof. Incubator or its representatives shall have a right to entry and
inspection at all times for the purpose of exercising such possession,
maintenance, management and control.

1.4. The Parties agree that Incubator, in providing the Services to the Company,
does not transfer any rights of possession or ownership in any of the Services.

1.5. The Company shall procure all its business licenses, for Incubator, being
used herein.

1.6. The right to use the Services shall not be assignable by the Company. The
Company shall not allow any third party to use the Services without a prior
written consent of Incubator.

1.7. The Parties agree that the License granted under the Agreement shall be non-
exclusive in nature.

2. CONINCUBATORERATION

2.1. The Company shall pay Incubator a consideration, for the Services, as
mentioned in Annexure-2 (the “Consideration”).

2.2. The aforesaid Consideration shall be payable in the mode and manner more
fully described under Annexure- 2.

3. USE OF THE SERVICES

3.1. The Company shall use the Services only for the purposes of its Business and
not for any other purposes whatsoever.

3.2. The Company shall not encumber any portion of the property, provided to it
under the Services.

3.3. Company shall not make changes or cause damage of the Services or permit

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or suffer anything which may cause nuisance or annoyance to Incubator or

to the other users of the Services.

3.4. Only Company officers, employees or its consultants, authorized by

INCUBATOR, shall have a right to use the Services and the Company shall
not permit any other person to use the Services without obtaining a prior
written consent of INCUBATOR.

3.5. The Company shall maintain and keep the Services in a fit and proper
condition subject to normal wear and tear and with due care, caution and
diligence and to the best of their ability and abide and conform to all the rules
and regulations and conditions laid down by INCUBATOR from time to
time.

3.6. INCUBATOR shall ensure that all minor repairs and replacements with
respect to any or all part of the Services are done at its own cost.

3.7. The Company shall be entitled to make minor and temporary alterations, at its
own cost, to any part of the Service with the written consent of
INCUBATOR, provided the same does not materially alter the structure of
the concerned Service and provided further that the Company shall restore the
concerned Service to the original condition upon termination of this
Agreement.

3.8. The Company shall not store any dangerous material or prohibited substances
in the premises of INCUBATOR and shall not carry out any immoral or
illegal activities in the premises belonging to INCUBATOR, Indian Institute
of Science (University) or Foundation for Science, Innovation and
Development (INCUBATOR).

3.9. The Company shall not undertake any new line of business or activities
without the prior written approval of INCUBATOR.

3.10. In case of failure or malfunctioning of any of the assets, as a part of the

Services, the Company shall intimate the same within three (3) days of the
detection of the malfunction, and INCUBATOR shall make all reasonable
attempts to remedy the malfunction within two (2) working days of being
notified of the same, provided that the performance of its obligations under
this section are subject to the availability of the necessary supplies being
available and the non-occurrence of a force majeure event. Neither
INCUBATOR nor its affiliates shall be liable for any losses incurred by the
Company, whether directly or indirectly, resulting from any inability to fulfill
obligations under this section.

3.11. Where applicable as stated under Annexure-1 hereto, INCUBATOR

may identify and assign one or more University-Faculty, University-alumni,
non-alumni or such other person as mentors, whether technical or business
mentors, to the Company (the “Mentors”). INCUBATOR shall not be
responsible for the services provided by the Mentors, nor does INCUBATOR
provide any endorsement or guarantees in relation to the services provided by

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the Mentors. The Company shall be solely responsible for making all
decisions and taking actions related to the Business, based on the services
provided by the Mentors.

3.12. In the event, INCUBATOR is offering the Services of access to the

University laboratory and laboratory equipments, such Services shall be used
in compliance with policies of University.

4. REPRESENTATIONS AND WARRANTIES

4.1. Each Party represents and warrants that the following are true and correct as
of the Effective Date:
4.1.1. It is duly incorporated and validly subsisting under applicable laws;
4.1.2. It has legal right, power and authority to enter into, execute and deliver
this Agreement and assume all the rights and obligations under this
Agreement.
4.1.3. All consents, approvals, and permits including governmental or third-
party consents or approvals, if any, are required to be obtained in
connection with the rights and obligations contemplated under this
Agreement have been obtained.
4.1.4. The assumption by the Parties of their respective rights and obligations
under this Agreement shall not:
4.1.4.1. violate any applicable law;
4.1.4.2. violate any provision of its organisational or governance
documents;
4.1.4.3. cause breach of or conflict with any terms of any contracts or
arrangement to which they are bound;
4.1.4.4. violate any order, judgment, award or decree against or binding
upon it or upon its respective properties or businesses.

4.2. The Company represents and warrants that it has obtained all necessary
consents and approvals both statutory or otherwise as may be necessary for
undertaking its Business.

5. TERM AND TERMINATION

5.1. This Agreement shall be in force for a period of twenty-four (24) months
from the Effective Date unless otherwise terminated earlier by the Parties in
accordance with the provisions of this Agreement (the “Term”).

5.2. This Agreement shall be terminated on expiry of the Term.

5.3. This Agreement may be terminated without notice by INCUBATOR on

happening of the following:
5.3.1. using the Services by the Company for the purposes other than for
furtherance of its Business.
5.3.2. causing damage to INCUBATOR’s property.
5.3.3. failure on part of the Company to abide by the policies of
INCUBATOR or any of its affiliates.
5.3.4. failure on part of the Company to pay the concerned portion of the

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Consideration on the due date in accordance with the terms of this

Agreement.
5.3.5. failure on the part of the Company to observe or perform any of its
obligations under this Agreement.

5.4. Upon termination of this Agreement, the Parties shall undertake the
following:
5.4.1. The Company shall pay the unpaid portion of the Consideration.
5.4.2. The Company shall refrain from using the Services provided by
INCUBATOR.
5.4.3. The Company shall vacate the INCUBATOR’s premises and shall
handover the premise to INCUBATOR in the same form as given by
INCUBATOR on the Effective Date.

6. ARBITRATION AND APPLICABLE LAW

6.1. This Agreement shall be governed by, construed and enforced in accordance
with the laws of Republic of India. Subject to the mediation and the
arbitration clauses below, the courts at Bangalore shall have exclusive
jurisdiction over any dispute arising under this Agreement.

6.2. Any dispute arising out of this Agreement shall be selected amicably through
mutual discussions and negotiations between the Parties. In case the dispute is
not resolved within thirty (30) calendar days, it shall be referred to a binding
arbitration of 3 (three) arbitrators, one to be appointed by each Party, and the
third and presid arbitrator shall be nominated by the said two arbitrators
before entering into any reference. The decision of the majority of arbitrators
shall be final and binding on both the Parties. The venue of arbitration shall
be at Bangalore and the arbitration proceedings shall take place under the
provisions the Arbitration and Conciliation Act, 1996 and the rules made
thereunder, as amended from time to time. The language of arbitration shall
be English.

7. MISCELLANEOUS

7.1. Entire Agreement. This Agreement sets forth the complete agreement of the
Parties concerning the subject matter hereof. No claimed oral agreement in
respect thereto shall be consided as any part hereof. No amendment or
change in any of the terms hereof subsequent to the execution hereof shall
have any force or effect unless agreed to in writing by duly authorized
representatives of the Parties.

7.2. Confidentiality: The Parties shall treat the terms and existence of this
Agreement as confidential and shall not divulge or communicate to any third
party or use or exploit for any purpose whatsoever any of the confidential
information received or obtained as a result of entering into this Agreement or
due to their association with each other without the prior written consent of
the relevant other Party.

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7.3. Use of Names: A Party must not use the name, trademarks or logos of the
other Party without that other Party’s prior written consent. Any consent
required may be given, withheld or made subject to conditions in the relevant
Party’s sole and unfettered discretion. If seeking consent under this clause, a
Party must provide written details of the proposed use of the other Party’s
name, trademarks or logos to the other Party.

7.4. Severability: Each provision contained in this Agreement is declared to

constitute a separate and distinct covenant and provision and to be severable
from all other separate, distinct covenants and provisions. It is agreed that
should any clause, condition or term, or any part thereof, contained in this
Agreement be unenforceable or prohibited by law or by any present or future
legislation then:
7.4.1. such clause, condition, term or part thereof, shall be amended,
and is hereby amended, so as to be in compliance therewith the
legislation or law; but
7.4.2. if such clause, condition or term, or part thereof, cannot be amended so
as to be in compliance with the legislation or law, then such clause,
condition, term or part thereof shall be severed from this Agreement and
all the rest of the clauses, terms and conditions or parts thereof contained
in this Agreement shall remain unimpaired.

7.5. Independent Contractor: For the purposes of this Agreement and all
Services to be provided hereunder, each Party shall be deemed to be an
independent contractor and not an agent or employee of the other Party.
Neither Party shall have authority to make any statements, representations nor
make commitments of any kind, or to take any action, which shall be binding
on the other Party, except as be explicitly provided for herein or authorized
by the other Party in writing.

7.6. Binding Effect: This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective permitted successors and assigns.

7.7. Agreement Executed in Duplicate:This Agreement is executed in duplicate

and one copy will remain with each of the Parties hereto and each such copy
shall be deemed to be original.

IN WITNESS WHEREOF, the Parties hereto have executed and delivered this
agreement by their duly authorized officers and representatives on the respective dates
shown below, but effective as of the Effective Date.

For INCUBATOR For Company

Name: CEO Name: [insert name]

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Title: Chief Executive Title: [insert details]

Date: [insert date]

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ANNEXURE- 1

SERVICES

(See Section 1.1)

Incubator address: Entrepreneurship Centre, Indian Institute of Science

Campus, Bangalore 560 012.

No. Services Applicability

(Please tick the
appropriate box where
applicable)
1 Incubation space of up to 150 square feet Not Applicable

2 List of Assets (Exclusive) Not Applicable

[Cubicle structures
Tables and Chairs – As is]

3 List of Assets (Shared) Applicable

[Reception Area
Conference Room
Landline Telephone
Shared Internet
Diesel Generator
UPS
Centralized A/C]

4 Access to the University laboratory and Applicable

laboratory equipments

5 Access to technical mentorship through Applicable

University faculty

6 Access to business mentorship Applicable

7 Usage of INCUBATOR’s location only as Applicable

incubation address [and not Company
Registration Address]

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ANNEXURE- 2

CONINCUBATORERATION

(See Section 2.1)

1. The Company shall pay INCUBATOR a consideration of NIL, for the Services as
mentioned in Annexure-1 (the “Consideration”).

2. The Consideration shall be payable in [monthly/ quarterly] installments payable at

the beginning of each [month/ quarter] starting from the Effective Date.

3. INCUBATOR shall raise an invoice at the beginning of each [month/ quarter] and
the Company shall pay INCUBATOR within seven (7) days of receipt of invoice.

4. The Consideration shall be exclusive of any applicable tax withholdings.

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