TONY ELUMELU FOUNDATION ENTREPRENEURSHIP PROGRAMME

2022 PARTICIPATION AGREEMENT

PLEASE READ THROUGH THIS AGREEMENT CAREFULLY. YOU WILL BE

REQUIRED TO PROVIDE YOUR NAME, DATE AND SIGN THIS AGREEMENT BY
CLICKING ‘I AGREE’ AT THE BOTTOM OF THE PAGE AS PART OF THE
ONBOARDING PROCESS. FAILURE TO SIGN THE AGREEMENT WILL RESULT IN
REMOVAL FROM THE PROGRAMME.
 

This agreement (the “Agreement”) is made by and between.

 

THE TONY ELUMELU FOUNDATION, a not-for-profit foundation incorporated under

the laws of the Federal Republic of Nigeria with its registered address at 1 MacGregor Road,
Ikoyi, Lagos (hereinafter referred to as the “Foundation/TEF” which expression shall,
where the context so admits, include its successors-in-title and assigns) of the one part;
AND
 

YOU, a participant in the TEF Entrepreneurship Programme (hereinafter referred to as “You/

the Participant”) of the other part.
 

The Foundation and You are individually referred to as “Party” and jointly as the “Parties”.

WHEREAS

1. The Foundation is a private not-for-profit organization committed to the economic

transformation of Africa through its support of private sector engagement and the
promotion of entrepreneurship and leadership across Africa;
2. The TEF Entrepreneurship Programme (the “Programme”) is an entrepreneurship
programme of the Foundation with the purpose of identifying, over a period of 10
years, 10,000 African start-ups and entrepreneurs with ideas that have the potential to
succeed; support the growth of these businesses through business training, mentoring,
access to seed capital funding, information and membership of their respective
founders and/or owners (entrepreneurs) into the TEF Africa-wide alumni network
and; to create businesses that can generate at least 1,000,000 new jobs and contribute
at least $10 billion in new revenues across Africa over 10 years. This shall be
achieved through the selection of 1,000 businesses annually to participate in a holistic
programme;
 

1. You applied with a Business or Business Idea to participate in the TEF

Entrepreneurship Programme 2022 and were accepted into the Programme;
 

1. You are required to enter into this Participation Agreement to signify acceptance of
the offer to participate in the Programme
 

In consideration of the above premises, their mutual promises, assurances, guarantees and
undertakings, the Parties hereby agree as follows:
 

1.                Definitions

 
 Unless otherwise defined herein, capitalised terms herein have the meaning given to
them in the Terms & Conditions.

2.                AGREEMENT TO PARTICIPATE

By signing this Agreement, You hereby agree to participate in the Programme’s 2022 cohort
in compliance with the provisions of this Participation Agreement, the terms and conditions
of the Programme as set out on the website http://tonyelumelufoundation.org/programme/terms-
conditions/ (the “Terms and Conditions”) and other applicable rules and guidelines (as may
be drawn up, amended or revised by the Foundation) for participation in the Programme.

3.                OBLIGATIONS OF THE PARTICIPANT

 To participate in the Programme in accordance with the requirements of this

Agreement and the Programme Terms & Conditions and other advised rules and
guidelines, including meeting all Programme requirements for completion of tasks,
participation in activities, provisions of information and documentation and meeting
all required deadlines as communicated by the Foundation in the course of the
Programme.
 

 You are responsible for reading and keeping yourself updated on the Programme
Terms & Conditions and all other applicable rules and guidelines and are expected to
comply with them at all times. Breach of the Programme Terms & Conditions or any
other applicable rule or guideline shall subject You to being removed or disqualified
from the Programme and termination of this Agreement.

4.                REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS

You represent and warrant that:

 You are an African and meet the definition criteria as set out in the Terms &
Conditions.
 The Business or Business Idea submitted by You is yours and where required, You
have obtained all rights, licenses, authorisations and consents necessary to operate
said Business or implement such Business
 The Seed Capital shall be utilised for only the Business or Business Idea for which
You were accepted into the Programme and for no other purpose
  Where you have one or more Business Partners, You have obtained the consent of
such Business Partner(s) in writing to represent the Business or Business Idea in the
Programme.
 Your Business Bank Account is opened in the African country where your Business is
registered.
 Neither You nor any of your Business Partners are TEF Alumni.
 Neither You nor any of your Business Partners are ineligible to participate in the
Programme as set out in the Terms & Conditions.
 The Business or Business Idea does not infringe or violate the rights of any third
party, including but not limited to, ownership, copyrights, trademarks, patents, logos,
licensing rights, rights of publicity or privacy or any other intellectual property
 The Business or Business Idea is not illegal nor will the implementation of the same
violate any applicable
 Participating in the Programme and the execution and performance of your
obligations under this Agreement will not contravene or conflict with any other
agreement You may have entered into with any other entity or
 All information provided by You in relation to the Programme, including information
provided in your application, are true, accurate and complete in all material
 The Terms and Conditions, and the terms of this Agreement are fully understood by
You and You are willing and able to comply with the
 You shall always conduct yourself in a manner that does not bring You, the
Foundation or the Programme into disrepute. Improper conduct includes but is not
limited to (a) improper solicitation from TEF Alumni, staff of the Foundation or
associated companies, partners and sponsors of the Foundation (b) misrepresenting
that any Trustee or employee of the Foundation is an adviser, board member,
consultant or partner to your business (c) unauthorised use of the Foundation’s name,
logo, mark or material to fraudulently solicit for funds from or deceive third parties
(d) other fraudulent, dishonest, inappropriate or unethical behaviour that in the
Foundation’s opinion is not proper for a Programme Participant to exhibit or have.

5.                ANTI-BRIBERY, ANTI-TERRORISM AND MONEY LAUNDERING

 You shall ensure that You or any person entrusted, does not demand, accept, provide,
grant, promise or accept promises for illegal payments or any other advantages in
connection with the carrying on of your Business or implementation of your Business
Idea.
 You acknowledge that You are familiar with the laws that prohibit the provision of
resources and support to individuals and organisations associated with terrorism and
money You shall ensure that You do not violate these laws, provide resources or
support or promote any individual or organisation that is in violation of such laws or
otherwise support or promote violence, terrorist activity or related training, or money
laundering nor use any portion of the funds provided by the Foundation for any such
activity.
 You shall ensure that the funds provided are neither directly nor indirectly made
available to third parties that are listed on a sanctions list issued by the United
Nations Security Council. Furthermore, You will ensure that You do not engage in
 any activity which would constitute a breach of embargoes or any other trade
restrictions issued by the United Nations Security Council.
 You will inform the Foundation promptly of the occurrence of any event which
results in You, any of your Business Partners, shareholders, directors, or any member
of your management being listed on a sanctions list issued by the United Nations
Security Council.
 You will inform the Foundation promptly, of any breach of this clause 5.

6.                MEDIA, PUBLICITY & DATA PROTECTION

 By participating in the Programme, You consent to have details of your participation

(other than commercially sensitive information) featured in any media or promotional
activity being carried out by the Foundation. The Foundation will contact You in
advance of any media request for
 You hereby permit the Foundation to license and to use all photographs, film, audio,
video or other recordings, still or moving (hereinafter collectively referred to as the
“Content”), taken of You and to use the Content in any medium, in any form,
including digital, electronic, print, television, film, the radio and other media now
known or to be invented (hereinafter collectively referred to as “Media”) for
advertising, promotion, marketing and packaging for the Foundation (“Purpose”) and
to modify all such Content or use it in combination with any other material, as the
Foundation may deem fit for the purpose.
 You shall not grant interviews relating to the Foundation or the Programme
independently of the Foundation and You are required to inform the Foundation of
any direct media request for interviews You receive. The Foundation will provide
You with guidelines for conduct in such cases where an interview maybe
 Your name, country and profile will be made available for public relations purposes
globally. You shall make available to the Foundation a profile and photo for this
purpose and hereby consent to the use of the same by the
 The Foundation will only use the personal details supplied by You in accordance with
its Privacy Policy accessible via https://www.tefconnect.com/privacy . You hereby consent
to the use of your data in accordance with the privacy policy.
 The provisions of this clause shall survive the termination of this

7.                INTELLECTUAL PROPERTY

 All rights, title and interest in all materials, including but not limited to notes, word,
pdf or such other files, PowerPoint presentations, audio or videotapes and recordings,
articles, templates, case studies, the Start-up Enterprise Tool-kit™, resource
materials, the Programme or Foundation logos, branded materials, etc., made
available to You by the Foundation or any person acting on behalf of the Foundation
in the course of the Programme shall be the sole and exclusive property of the
Foundation. Nothing in this Agreement purports to transfer or confer on You any
intellectual property right to all such materials. You shall therefore not use the
materials for any purpose other than for participating in the Programme and shall not
 copy, reproduce, alter, distribute or sell any of the materials (including training
materials) made available to
 You shall retain all intellectual property rights in your Business or Business idea, all
materials submitted by You during the Programme and the Business Plan developed
pursuant to the Programme. The Foundation shall not have any rights whatsoever to
use, copy or reproduce any such intellectual property, except for the explicit purpose
of the review and It is expressly agreed and understood by You that the Foundation or
any of its affiliates may be involved in an independent business similar to your
Business or Business idea and pursuing such Business or Business Idea shall not
amount to a breach of this clause by the Foundation.
 The provisions of this clause shall survive termination of this

8.                Communication Code of Conduct

By participating in the Programme, You consent to the following code of conduct for online
or social media communication:
8.1         Photos/videos posted on social media should be a positive representation of the
Participant’s personal brand and that of the Foundation.
8.2         Do not get into heated discussions online and try to stay clear of religious, political,
racist and gender comments. Also remember, what you know to be a joke might not come
across as a joke when written down without associated body language or tone.
8.3         Always consider factors such as personal security and information, the interests of
your employers and colleagues and how the Foundation wants you to act when using social
media.
8.4         While your use of your social media pages is personal, if affiliated with the
Foundation, you need to be aware that what you say on social media could impact both
brands negatively and could lead to undesirable consequences for you and the Foundation.
8.5         Selected Entrepreneurs are encouraged to share the news with their online
community on any/all social media platform(s). Each social media post should be
accompanied by Programme’s official hashtag which is #EmpoweredByTEF.
8.6         Any complaint or feedback regarding any element of the Entrepreneurship
Programme should be made through your email address to the appropriate channels
alone: enquiries@tonyelumelufoundation.org .  You shall not make complaints or enquiries
regarding the Programme on any social media platform.
8.7         TEF Entrepreneurs will be required to attend media appearances where they will
speak about the impact and importance of the Foundation’s Entrepreneurship Programme.
8.8         TEF Entrepreneurs must be mindful of their social media conduct, as they are
representing their personal brands and that of the Foundation as TEF Alumni.
8.9         TEF Entrepreneurs are not allowed to grant media appearances on behalf of the
Foundation without receiving authorisation from the Foundation.

9.                LIMITATION OF LIABILITY

 The Foundation and any person acting on its behalf will not be responsible for any
damage, loss or injury suffered by You as a result of participating in the Programme.
 Nothing shall however exclude the Foundation’s liability for death or personal injury
as a result of its negligence.
 

 The Foundation shall not be liable for any loss of actual or anticipated income or
profits, loss of contracts or for any special, indirect or consequential loss or damage
of any kind howsoever arising, whether caused by tort, whether or not such loss or
damage is foreseeable, foreseen or known arising from any modification, suspension
or cancellation of the Programme (including failure to pay Seed Capital).
 The Foundation’s maximum aggregate liability to You under or in connection with
the Programme howsoever arising shall in no circumstances exceed the seed capital
amount paid to You and shall only exist for a period of 1 year after executing this
Agreement.
 The provisions of this clause shall survive termination of this

10.             TERM & TERMINATION

 This Agreement shall become effective on the date You execute the same and
continue in full force and effect for as long as You remain a Programme Participant
and a TEF Alumni.
 This Agreement shall automatically terminate in the event you are removed or
disqualified from the Programme in accordance with the Terms and Conditions.
 If the Foundation, in its absolute discretion, decides to cancel the Programme or if for
any reason the Programme is not capable of running as planned due to reasons beyond
the reasonable control of the Foundation which corrupt or affect the administration,
security, fairness, integrity or proper conduct of the Programme, this Agreement shall
terminate upon notification of such occurrence.
 Termination of this Agreement shall be without prejudice to any rights of the
Foundation that may have accrued prior to any such termination and shall be without
prejudice to any clause in this Agreement that is intended to survive such

11.             NOTICES

 Notice required by this Agreement shall be in writing and can either be hand-
delivered, sent by courier or electronic transmission to the addresses of the Parties
provided for the Programme.
 If hand-delivered, the notice shall be deemed sufficiently served upon delivery and
acknowledgement thereof given by the receiving party. If sent by courier, it will be
deemed to have been given three (3) days after the same is properly addressed, pre-
paid and deposited at the office of a courier. If the notice is sent by facsimile or
electronic mail transmission, it would be deemed to have been properly served upon

12.             AMENDMENTS

 This Agreement may be amended by the Foundation upon due notification of the
same to You and You shall be required to accept any such amendment in the same
manner as You have accepted to be bound by this
13.             ASSIGNMENT

You shall not be entitled to assign this Agreement. The Foundation may assign this
Agreement and shall notify You of any such assignment.

14.             SEVERABILITY

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid,

void, or unenforceable, the remaining provisions shall continue in full force without being
impaired or invalidated in any way.

15.             WAIVER

 No failure or delay on the part of either Party to exercise any right or remedy under
this Agreement shall be construed or operate as a waiver thereof, nor shall any single
or partial exercise of any right or remedy preclude the further exercise of such right or
remedy.
 The Foundation may waive any of its rights or modify any requirement under this
Agreement. Such waiver or modification shall apply only to the specific matter it
deems to waive or modify and shall not be construed as waiver or modification of
every reoccurrence of that matter or any subsequent default on such Any such waiver
shall not be effective unless given in writing by an authorised representative of the
Foundation.

16.             STATUS OF RELATIONSHIP

No agency, partnership, joint venture or employment relationship is intended or created by

this Agreement. You shall not act or describe yourself as an agent of the Foundation, nor
shall You make or represent that You have authority to make any commitments on the
Foundation’s behalf save where expressly authorised by the Foundation in writing.

17.             SURVIVAL

Any provision of this Agreement that imposes an obligation after termination or expiration of
this Agreement shall survive the termination or expiration of this Agreement, whether
expressly stated to survive the termination or expiration of this Agreement.

18.             GOVERNING LAW AND JURISDICTION

 The construction, validity and performance of this Agreement shall be governed by

the laws of the Federal Republic of
 Any dispute arising out of or in connection with this Agreement, including any
questions regarding its existence validity, or termination, shall be referred to and
finally resolved by the courts of the Federal Republic of Nigeria, which shall have
exclusive
 
EXECUTION

I confirm I have read and understood the provisions of this Participation Agreement and
agree to be bound by the same for as long as I am part of the Programme.

 
Date: 25th                              day of   April                      2022
 
I Agree (Click the accept button)