Terms & Conditions

This term sheet (the “Term Sheet”) outlines the principal terms and conditions with respect to the EIT Health Wild Card Programme, i.e. the selection of a winning Team and its solutions to a challenge identified by the EIT Health Partners and EIT Health Management Board, as well as the support, incubation and Business Model Validation of the Team into a start-up business. This Term Sheet contains, non-exhaustively, the principal terms and conditions of the EIT Health Wild Card Programme contemplated and is not intended to constitute a binding contract, save as provided for the provisions under “C. Legal Commitments”. The obligation of the signing parties to implement the EIT Health Wild Card Programme is subject to the conditions precedent set forth below.

A. Parties and Definitions

A.1. Parties

EIT Health EIT Health e.V., the legal entity under German law, with registered office at Mies-van-der-Rohe-Straße 1, 80807 München, Germany.

EIT Health Partners

Higher education institutions, research organisations, companies and other stakeholders in the innovation process in the form of a strategic network based on joint mid-to long-term innovation planning to achieve the EIT challenges, in the field of health, comprising the EIT Health e.V and the EIT Health Partners.

Team

Start-up All individuals selected in the talent selection process who continue to participate in the Wild Card Programme as well as additional team members to the extent accepted by EIT Health in Business Model Validation phase as described in the Appendix A.

The incorporated Team, and it’s developed concepts, designs and business model, into a start-up business legal entity.

Incubator Business incubator, part of the EIT Health network, supporting the Team with facilities, management and ecosystem support. Incubators are EIT Health Partners or affiliate entities of these Partners.

A.2. Definitions

Words beginning with a capital letter shall have the meaning defined herein. Additional definitions are:

EIT The European Institute of Innovation and Technology

Affiliated Entity a legal entity that is directly or indirectly Controlled by, or under common Control with or Controlling a Party, where “Control” means the direct or indirect
– ownership of more than 50% of the issued share capital of the entity or of more than 50% of the issued share capital entitling the holders to vote for the election of directors or persons performing similar functions in such entity, or
– right by any other means to elect or appoint managing board members of the entity (or persons performing similar functions) who together have a majority vote, while the status of Affiliated Entity lasts only as long as such Control exists, it being understood that common Control through government does not, in itself, create Affiliated Entity status.

Framework Partnership Agreement or “FPA” The agreement establishing the long term cooperation (‘framework partnership’) between EIT, EIT Health e.V and the EIT Health Partners, entered into force on the date of January 1, 2016.

Specific Agreement or “SGA” The agreement concluded between EIT and EIT Health, if EIT has decided to award a specific grant to EIT Health, in accordance with Article 2.2 of the FPA.

Individual Any person, resident of the European Union or country associated to the Horizon 2020 programme at the moment of application, who applies to take part in the selection hackathon as specified under “B. Talent Selection”.

B. Scope

Challenge Selection EIT Health and EIT Health Partners shall identify key specific challenges. Key specific challenges are challenges where solutions for said challenges would be major breakthroughs and could form the cornerstone of high-risk, innovative projects with transformative potential (hereinafter “the Challenges”).

Talent Selection Highly talented Individuals and small groups of Individuals in remote evaluation will be selected to take part in a selection Hackathon, where teams shall be formed and supported in their ideas to address the Challenges.

Only Individuals who are a resident of a country the European Union or country associated to the Horizon 2020 programme at the time of their application, can be accepted.

EIT Health agrees to promote and recruit such highly talented Individuals – where appropriate with support of the EIT Health Partners.

All Individuals and teams have read and accepted the provisions of this Term Sheet, and commit to comply with the terms and conditions as set out in this Term Sheet by participating in this Wild Card programme.

Business Model Validation Up to six winning teams shall be selected at the end of said Hackathon to continue to the Business Model Validation phase.

The teams selected at the selection Hackathon shall participate in a ten-week Business Model Validation programme, to test their hypotheses, validate and develop value propositions and identify appropriate business models.

In the Business Model Validation phase the Team shall, and agrees to, further develop and design their concept, the proposed solutions and a prototype, if applicable, as well as a business case and business model, with the support of EIT Health and the EIT Health Partners.

EIT Health and the Team can agree mutually and in writing, if deemed necessary by EIT Health and the Team, to include during the Business Model Validation phase new members to the Team with a skill-set identified as missing by the judging panel of the aforementioned selection hackathon in their evaluation. A Team shall be allowed to suggest to EIT Health team members to be added to the Team during the Business Validation Phase or choose amongst Hackathon participants suggested by EIT Health.

EIT Health and the Team can agree mutually and in writing, if deemed necessary by EIT Health and the Team, agree if such newly included members to the Team shall have or not have the right to participate as a partner or founder in the prospect project and/or business venture, as it is the case for the original members of the Team selected in the aforementioned selection Hackathon. By default, any such newly included members to the Team can be hired as employees at a later time.

In the Business Model Validation phase, the Teams will receive mentoring and coaching from experienced commercialisation experts and investors, as well as regular feedback on their progress. The programme will challenge the Teams to better understand their stakeholders’ needs, the problems to be solved and buying dynamics. The Team agrees to deliver, at the end of the business validation phase the following deliverables:
– Concept designs;
– Prototype (if applicable);
– Business model.
The Teams agree to define the key project milestones to be achieved and agree to commit to achieving these milestones.

A winning team shall be selected by a pitch competition after this Business Model Validation phase.

Incorporation The Team and EIT Health agree to take all necessary steps to incorporate the Team and it’s developed concepts, designs and business model into a legal entity (hereinafter: “the Start-up”).

EIT Health and the start-up agree to conclude the following agreements:

(a) a Project Grant Agreement, providing financial support to the Start-up. Under this Project Grant Agreement, the Wild Card Project will be further implemented.

EIT Health and the Team, compromising all its individual members, agree that all rights and obligations, commitments and engagements of the Team under the Agreement shall be assigned to the Start-up business after its incorporation.

(b) an Option Agreement, wherein the maximum grant of EIT Health in the Start-up legal entity shall be set out, and wherein the start- up and EIT Health will agree on a participation of EIT Health via options or other agreed instruments. The key terms of the Option Agreement are set out in the Appendix B.

For the avoidance of doubt, EIT Health will not seek IP ownership or equity in the Start-up.

Incubation The Incubator and the Team agree that between the Incubator, EIT Health and the Team/Start-up a service agreement shall be concluded to allow the Team/Start-Up to be integrated in the facilities of the Incubator.

EIT Health agrees to provide financial support to the Incubator, the terms and conditions of which shall be detailed in a project grant agreement (PGA) with the Incubator.

EIT Health and the EIT Health Partners agree to endeavor to provide Accelerator support to the Start-Up.

C. Legal Commitments

Parties’ engagement All Parties agree to honor and implement the commitments under “B. Scope” of this Term Sheet in good faith and to the best of their abilities, and commit to negotiate and conclude all legally binding agreements contemplated by this Term Sheet.

All Parties agree to expeditiously implement the whole EIT Health Wild Card Programme, and to participate in all its phases as described under “B. Scope” in good faith and to the best of their abilities.

All Parties agree that all legally binding agreements hereby contemplated will be concluded within the framework and requirements provided by the FPA and SGA.

Intellectual Property (IP) Results generated by the Team in the execution of the EIT Health Wild Card Programme under this Term Sheet are owned by the Team.

The intellectual property created and developed by the Team (hereinafter “IP”) shall be the sole property the Team, up and until the incorporation of the start-up legal entity. The Team, including all its individual members and additional members added during the Business Validation Phase, agree to assign and transfer ownership of all results generated by the Team to the start-up legal entity.

After incorporation of a start-up legal entity by EIT Health and the Team, all results generated in the execution of the EIT Health Wild Card Programme shall be owned by said start-up legal entity.

Any dissemination of results by the Team, additional members added during the Business Validation Phase, and/or the start-up legal entity shall be subject to the prior written approval of EIT Health, such approval not be unreasonably withheld or delayed.

Nothing in this term sheet shall be construed as effecting any pre-existing intellectual property rights.

Nothing in this Term Sheet shall be construed as conferring rights to use in advertising, publicity or otherwise the name of EIT Health and/or EIT Health Partners or any of their logos or trademarks without their prior written approval.

The Team and the Start-up legal entity shall have the right to use the EIT Brand and the EIT Health logo, in accordance with the instructions from EIT Health.

Liability No Party shall be responsible to any other Party for any indirect or consequential loss or similar damage such as, but not limited to, loss of profit, loss of revenue or loss of contracts, provided such damage was not caused by a wilful act or by a breach of confidentiality.

Each Party shall be solely liable for any loss, damage or injury to third parties resulting from the performance of the said Party’s obligations by it or on its behalf under this Term Sheet.
The terms of this Term Sheet shall not be construed to amend or limit either Party’s statutory liability.

Good faith The Parties agree to work in good faith expeditiously towards the implementation of the EIT Health Wild Card Programme.

Visibility The Start-up undertakes that, for a period expiring on September 2022 in case of external communication, engaging, directly or indirectly into any discussions or negotiations with any third party with respect to a project, will mention the award of Wild Card Programme and support received in frame of EIT Health Wild Card Programme, by including EIT Health Wild Card logo and the following sentence: “[Start-up’s name] was created and receives support under the umbrella of the EIT Health Wild Card programme.”

Legal fees and other expenses Parties will pay their own legal and other necessary and reasonable fees relating to the EIT Health Wild Card Programme.

Timing The signatories hereby intend to negotiate and execute all required legal documentation by 31 October 2020 for closing not to occur later than 15 November 2020.

In absence of an unanimous agreement and executed legal documentation by the signatories of this Term Sheet by 15 November 2020 the signatories wishing to proceed with the consummation of the transactions contemplated hereby, shall have the right to do so, without any compensation for damages resulting from such action; neither can the party not wishing to proceed be held responsible for any damage resulting from its departure. Notwithstanding the above this Term Sheet shall automatically expire in case the signatories hereto fail to execute the legal documentation contemplated hereby by 31 December 2020.

Governing law This Term Sheet and all other agreements that result from this Term Sheet shall be governed by Belgian law. Any disputes arising from and in connection with the present Term Sheet, which cannot be solved by amical settlement, will be exclusively handled by the courts of law in Brussels, Belgium.

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