Strategic Growth Client Acknowledgement
 
The undersigned (the “Client”) acknowledges, and agrees to be bound by, the following:
 
1. Mandate. Communitech’s Strategic Growth Team (“Strategic Growth”) is composed of seasoned business entrepreneurs, executives and professionals from a variety of backgrounds and technology sectors. The mandate of Startup Services is to work as part of Communitech to help Communitech client companies start, grow and succeed by providing general guidance, mentoring, advice and feedback across a broad spectrum of business issues.
 
2. Services. Strategic Growth shall provide to Client the Services outlined on Schedule A, as may be amended from time to time at the discretion of Strategic Growth.
 
3. Engagement. Client acknowledges the following engagement process and terms:
 
a. Strategic Growth/Client engagement commences on signing of this Acknowledgement;
 
b. The availability of Services ends 24 months from signing of this Acknowledgement;
 
c. Client may apply for agreement renewal, which renewal may be granted at the discretion of Strategic Growth. Client must submit to Strategic Growth with their request for renewal a recommendation of their EIR for continued support.
 
d. Any renewal beyond the initial 24 month term is at the discretion of Strategic Growth and will consist of no more than a maximum of a total of 36 months.
 
4. Suggestions or complaints about Services should be made first to the EIR/Advisor/Analyst (“Resource”). Escalation is to the Communitech Vice-President, Strategic Growth Team.
 
Client Obligations.
 
a. Client acknowledges and agrees to fulfill its responsibilities specified in Schedule B below.
 
b. Client acknowledges and agrees to be bound by the Confidentiality Conditions specified in Schedule C below.
 
c. Client when visiting any Communitech location is subject to Communitech’s established policies for visitors, as advised from time to time.
 
d. Client agrees, for so long as Client is receiving the Services and for a 36 month period thereafter, to submit from time to time, upon request by Communitech, or its representatives, such information or relevant statistical data as may be reasonably requested by Communitech or required for reporting purposes to governmental authorities and/or other stakeholders. This information may include, but is not limited to: Client’s number of employees; number of contract research agreements; number of technologies licensed from a publicly funded research institution; number of other contractual agreements; number of internships (co-ops); $000’s of angel investment; $000’s VC investment; $000’s bank financing; $000’s investment by another firm; $000’s federal or provincial government investment (i.e. IRAP funding or MaRS IAF funding); $000’s other investment; number of new goods (products) marketed; number of new services introduced to the market; number of new processes implemented in a commercial environment; number of new international exported goods, services processes; annual revenue; annual salaries. The Client shall submit requested information to Communitech in a timely manner via Communitech’s web-based collection system or by other means.
 
e. Communitech shall also be entitled to disclose such information to third parties (in addition to governmental authorities and/or other stakeholders for reporting purposes), provided that such information is or forms part of “Anonymous Information”. “Anonymous Information” is information that Communitech first anonymizes so that such information does not (i) identify Client, or any of its shareholders, employees, officers or directors, or (ii) attribute financial, transactional or other information to the name of the Client or the names of any its shareholders, employees, officers or directors.
 
f. Client further acknowledges and agrees that Communitech may combine and aggregate such Anonymous Information with other information that it collects from its other clients and then it may use such aggregated information including to disclose such aggregated information to third parties such as government authorities and other stakeholders.
 
g. Client acknowledges that it is not permitted to use Communitech’s name in connection with any attempt to secure financing for the Client’s business or other fundraising, or in connection with any other document or publication or its marketing or promotional activities without the prior written consent of Communitech, except that the Client may identify itself as a Client of Communitech.
 
h. Should the Client or its shareholders complete (i) a sale of all or substantially all of its assets, (ii) a sale of all or substantially all of the shares in the Client, (iii) a merger or amalgamation; or (iv) another liquidity event that culminates in proceeds being paid directly or indirectly to the Client’s shareholders, then the Client shall consider and, if in its discretion feels it to be appropriate, the Client (or one or more of its shareholders) shall make a cash or in-kind contribution to Communitech of its choosing.
 
Limitation of Liability.
 
a. Client acknowledges that Communitech makes no representations or warranties, express or implied, to the Client with regard to the Services, or that the Services will result in or cause Client’s business venture to succeed or achieve specific objectives. Client has no duty to comply with or follow any advice or recommendations given by Communitech, and Client shall retain full right and authority to conduct its business in accordance with its own judgement. Communitech shall not be restricted by anything provided herein from providing consultation, advice and services to any other person or entity engaged in businesses which are similar to or competitive with Client’s business; provided however, that Communitech will not disclose to any other Communitech client any proprietary information relating to Client or Client’s businesses, as provided in Schedule C. In no instance shall Communitech be deemed to have any fiduciary or other similar duties or obligations to Client, nor shall Communitech be deemed to have any implied duties pursuant to this Agreement. No third party is an intended beneficiary of this Agreement.
 
b. Client acknowledges and agrees that in no event shall Communitech or any of its directors, officers, employees, mentors or agents have any liability whatsoever to Client with respect to: (a) any use of or reliance by Client or any of its agents or representatives on any of the Services provided by Startup Services or Communitech; (b) any loss of profits, loss of use of data, interruption of business, or for indirect, special, incidental or consequential damages of any kind incurred by the Client; (c) any claim or other proceeding against the Client by a third party; or (d) any representation or warranty made to any third party by the Client.
 
c. Indemnification. Client indemnifies and holds harmless Communitech, its Startup Services, directors, officers, employees, members, mentors and agents (collectively, the “Indemnitees”) from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, costs, fees or expenses, joint or several (including without limitation reasonable legal fees) (collectively, the “Claims”) arising or resulting from or in connection with:
 
i. any Services provided as detailed herein, except to the extent the Claims result solely from the gross negligence, recklessness, wilful or intentional misrepresentation, fraud or violation of law by the Indemnitees;
 
ii. any action of Client, its directors, officers, employees or agents or shareholders or those for whom in law it is responsible with respect to the Services or in connection with Strategic Growth or otherwise; or
 
iii. any actual or alleged infringement or misappropriation by the Client or any product or service developed or marketed by the Client of any patent, trademark, trade name, copyright or other proprietary or intellectual property right of any person or entity.
 
SCHEDULE A: SERVICES
 
General Services. The services offered to the Client by Strategic Growth (the “Services”) are as follows:
 
1. Client will receive a designated Strategic Growth individual (the “Resource”) as its primary contact;
 
2. Client has a right to one (1) hour per month of exclusive face-to-face time with the Resource at the initiation of the Client;
 
3. Resources will provide general verbal or email advice and referrals only. Resources do not conduct research, write documents or perform any other forms of labour for the Client. They do not act or represent themselves as subject matter experts, nor do they provide specific legal, accounting, engineering or other professional services advice. Resources do not replace these and other similar services normally provided by such professionals and firms as may be considered subject matter experts and may engage in the providing of professional services as part of their business;
 
4. Referrals to third parties are made at the discretion of the Startup Services Resource;
 
5. Strategic Growth provides a periodic newsletter and other communication about various events of interest to Client;
 
6. Client will, from time to time have access to certain of Communitech’s advisors and/or management, and other Startup Services individuals, who may provide general business advice, subject to scheduling constraints and at the sole discretion of Communitech; and
 
7. Client may receive assistance, at the sole discretion of Communitech, with the process of seeking financing, including reasonable efforts to provide introductions to potential investors and financing sources.
 
Additional Services. In addition to the Services, Communitech may provide to the Client access to certain of the following services, as may be agreed to from time to time:
 
1. Education Programs: As part of the business development process, Communitech may provide Client with opportunities for education and training. Many of these training sessions are provided at minimal or no additional cost to Client. Training content is based on Client needs and covers topics such as intellectual property management and strategy, technical sales training (including sales management), human resources development, legal and financing issues, leadership training, etc. The Education Program service includes:
 
2. Free or substantially discounted on-site training opportunities with an ongoing series of seminars by qualified presenters; certain training programs include hands-on mentoring by qualified service providers and mentors; and
 
3. Access to training programs coordinated with partner organizations.
 
Networking Opportunities: Communitech recognizes that networking is paramount for Client in creating business contacts and alliances and therefore extends a free Communitech Network Membership to client companies with fewer than 20 employees and less than one million dollars in cumulative revenues. The physical layout of Communitech’s office location enhances networking opportunities through the incorporation of large open spaces. As a Communitech Network Member and Startup Services client, there are unique opportunities for networking with peers, mentors, service providers and funding sources. Among these opportunities are:
 
1. coordinated access to mentors, service providers and potential investors (venture capital, angel, government, other);
 
2. access to Partner events and seminars;
 
3. organized client events and social activities; and
 
4. daily networking possibilities with other entrepreneurs within the facility.
 
Free Communitech Network Membership: Current clients of the Strategic Growth program, with fewer than 20 employees and less than one million dollars in cumulative revenues are entitled to 2 consecutive free annual Communitech memberships, which includes no-charge events, discounted insurance and networking opportunities.
 
SCHEDULE B: ROLES AND RESPONSIBILITIES
 
Strategic Growth RESOURCE CLIENT
Roles And Responsibilities Provides feedback and support to Client at no charge. Accesses feedback and support from Resource.
The Resource will give priority to those companies that are working diligently with the program to advance their success. Client is the “doer” and incorporates the suggestions as it deems appropriate.
The Resource will provide a minimum of one hour at the onset of engaging with Client. Subsequent time is provided on an as needed basis at no charge. Client is aware and understands that the Resource works with many companies in the program.
The Startup Services is a permanent group within Communitech but the Resources rotate from the group back to industry. This provides Client with current insight and experience. Client communicates any questions and feedback on the program, first to the Resource and then to the Startup Services VP.
Information relating to funding programs, grants, etc will be shared. Suggestions on application process will be provided. Client does the work, i.e. puts together the application.
Client recognizes the importance of providing support and contributions, to the extent it is able, to the local startup community and will provide such reasonable assistance as may be requested by Startup Services from time to time to support such community, including mentorship and funding
Sharing Information And Confidentiality Information that is shared with the Resource will be respected and treated in a sensitive manner as covered by Schedule C. Client provides information and details to the level it desires and is comfortable with.
Client will provide Communitech on an annual basis, revenue and employee growth figures as well as milestones that were achieved for program reporting purposes.
Communications A regular communication from the Startup Services will be emailed periodically to Client.
Additional Resources If and when possible, the Resource will pull in additional resources from the Strategic Growth team or externally. Attendance at events, peer-to-peer group sessions, access to post on Waterlootechjobs.com
Access to the Strategic Growth Network
Consideration for attendance to special events, educational sessions and programs
Access to professional service providers
 
SCHEDULE C: CONFIDENTIALITY AGREEMENT
 
The parties to this Agreement agree that any Confidential Information exchanged between them shall be governed as follows:
 
1. Certain Definitions and Recitals
 
a. Each party hereto (the “Recipient”) and its respective shareholders, directors, officers, employees, representatives (including, without limitation, in the case of Communitech, the mentors, managers and staff of University of Waterloo Velocity (Garage and Foundry), The Accelerator Centre and Wilfrid Laurier University Launchpad Program) or professional advisors (with the Recipient, collectively, the “Receiving Parties”) has received or may receive Confidential Information (as hereinafter defined) from the other party (the “Discloser”) and/or its respective shareholders, directors, officers, employees, representatives and professional advisors (with the Discloser, collectively, the “Disclosing Parties”).
 
b. “Confidential Information” means technical, financial and other information of a confidential nature that is not publicly available and is regarded by the Disclosing Parties as an asset of considerable value including (without limitation) correspondence, drawings, samples, devices, documentation, performance specifications, reports, know-how, proprietary business information, and other materials of whatever description, whether disclosed or communicated in writing or orally, and whether prepared by a Disclosing party or received by a Receiving party before or after the date of this Agreement; provided that (i) if in written form, such information is labelled as “Confidential” or “Proprietary” by the Discloser and (ii) if disclosed orally, such information is identified as confidential at the time of oral disclosure by the Discloser and is, within thirty (30) days after such disclosure, furnished by Discloser to the Recipient in a written summary labelled as “Confidential”.
 
c. Each party hereto is willing to disclose the Confidential Information to the other party, upon the terms and conditions herein contained, for the purpose of the Client receiving and Communitech providing feedback to the Client respecting its business in conjunction with services provided to the Client by Communitech’s Strategic Growth Team (the “Purpose”).
 
2. Agreements
 
a. Handling of Confidential Information / Confidentiality: Recipient shall not use the Confidential Information in any manner except as reasonably required for the Purpose. Recipient shall use all reasonable efforts to protect Discloser’s interest in the Confidential Information and keep it confidential, using a standard of care no less than the degree of care that Recipient would be reasonably expected to employ for its own similar confidential information. Recipient shall not copy, reproduce, divulge, publish, or circulate any of the Confidential Information except to those Receiving Parties who need to know Confidential Information for the Purpose.
 
b. Exceptions: The provisions of Section 2(a) hereof shall not apply to:
 
i. information which at the time of disclosure by Discloser, or any other Disclosing Party, is generally available to the public;
 
ii. information which, after disclosure by Discloser, or any other Disclosing Party, becomes generally available to the public, otherwise than through any act or omission on the part of Recipient;
 
iii. information rightfully acquired by Recipient or any other Receiving party from others who did not obtain it under an obligation of confidentiality to Discloser or any other Disclosing Party; or
 
iv. information which Recipient or any other Receiving Party is obligated to disclose by law, provided that Recipient shall provide prompt notice to Discloser of the obligation of the Recipient or other Receiving party to make such disclosure in order to permit the other party to seek an appropriate protective order.
 
3. Term: The obligations contained in Section 2(a) shall continue indefinitely so long as the information continues to be Confidential Information and does not become subject to the exceptions set forth in Section 2(b) .
 
4. Return of Materials: All Confidential Information in the possession of the Recipient or a Receiving Party shall, if requested in writing by the Discloser, be forthwith returned or destroyed and, if destroyed, Recipient shall furnish Discloser with a certificate signed by an officer of Recipient confirming that such Confidential Information has been destroyed.
 
5. Ownership: All right, title and interest that the Discloser has in the Confidential Information shall remain the property of Discloser, and no interest, license or right respecting the Confidential Information (other than expressly set out in this Agreement) is granted to Recipient in this Agreement by implication or otherwise.
 
6. Remedies: Each Party acknowledges that compliance with the provisions of this Agreement is reasonable and necessary to protect the proprietary interests of the other Party. Each Party further acknowledges that any unauthorized use or disclosure to any third party in breach of this Agreement by Recipient or any of its shareholders, directors, officers, employees, representatives or professional advisors will result in irreparable and continuing damage to the Discloser for which monetary remedies would not be a sufficient remedy, and agrees that, in the event of such breach or threatened breach, the Discloser shall be authorized and entitled to obtain immediate injunctive relief and any other rights or remedies to which it may be entitled at law or in equity without the necessity of proving actual damages. In addition, in the event that a court of competent jurisdiction shall decide that Recipient has materially breached this Agreement, Recipient shall reimburse the Discloser for the costs of any court proceedings and reasonable attorneys’ fees.
 
7. No Waiver and Severability: No failure or delay by Discloser in exercising any right, power or privilege hereunder shall operate as a waiver hereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. If all or any portion of the provisions of this Agreement would otherwise be invalid or unenforceable as a result of the application of any law or the determination of a court of competent jurisdiction, the portions which would otherwise be held invalid or unenforceable, but no others, shall automatically, and without further act on the part of the parties hereto, be severed from this Agreement.
 
8. Miscellaneous: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario. This Agreement contains the entire agreement of, and supersedes any and all prior understandings, arrangements and agreements between the Parties hereto, whether oral or written, with respect to the subject matter hereof. This Agreement is binding upon and for the benefit of the Parties, their successors and assigns, provided that the right to receive Confidential Information may not be assigned without the written consent of the Discloser.
 
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