Founders Memorandum of Understanding

Founders Memorandum of Understanding

This non-legally binding Memorandum of Understanding (MoU) outlines the terms for the incorporation and formation of [new company name], a new spin-out company from Imperial College London. This MoU is intended to set out the intentions of the Parties regarding the structuring of The Company and some specific rights and obligations of the Parties with regards thereto.

Parties

All inventors/generators of Intellectual Property (IP) are expected to receive founding equity in The Company. (If this is not the case, list the inventor/generators of IP to be licensed to The Company that have chosen not to receive the benefit of founding equity below. This will need to be recorded in writing between the inventors/generators of IP waiving their equity and Imperial Enterprise via an Equity Waiver Letter which can be shared on request)

List of inventors/generators of IP waiving their eligibility to receive founding equity shares (as per the relevant signed equity waiver letter):

(NONE / LIST AS APPROPRIATE)

List of Founding Inventors, meaning inventors of the founding IP to be licensed that are participating in [new company name]:

(NONE / LIST AS APPROPRIATE) (together the “Founding Inventors”)

List of Non-Inventive Founders, meaning non-inventors who are participating in The Company:

(NONE / LIST AS APPROPRIATE) (together the “Non-Inventive Founders”) (altogether the “Founders”)

List of individuals adopting a management role within the Company:

(NONE / LIST AS APPROPRIATE) (together the "Management")

List of inventors not participating in the company but receiving founding equity shares:

(NONE / LIST AS APPROPRIATE) (together the "Non-Founding Inventors")

Imperial College Innovations Limited ("Imperial College")

List of inventors not participating in the company with shares to be held by Imperial College:

(NONE / LIST AS APPROPRIATE, indicating % equity to be held by Imperial College for each inventor, (together the “Non-Founding and Non-Shareholding Inventors”)

The Founders and Imperial College and "the Management" are mutually supportive of the goal of forming a new spin-out company from Imperial College London to commercialise a [short description of technology/product] being commercialised by the Founders "the Management".  The Founders bring their sector networks and expertise, Imperial College London brings entrepreneurial support and guidance to Founders, an innovative ecosystem, exemplary research facilities and project funding (where applicable) and Imperial College bring the IP (developed by the Founding Inventors, Non-Founding Inventors, Non-Founding and Non-Shareholding Inventors, and any inventors who have decided to waive their right to equity, in the course of their employment and study at Imperial College London) and the company structure and "the Management"t bring their networks and management experience to this venture.

The Founders have reviewed The Company spinout package of information provided by Imperial College and signed the Spinout Intent Letter.

Background

The Company is developing;

-      TECHNOLOGY [insert description]

-      ITS APPLICATIONS [insert description]

-      GENERAL INTENT OF NEW CO [insert description]

-      EXPECTED SOURCES OF REVENUE IN SHORT TERM AND LONGER TERM [insert description]

Objectives to meet in order to initiate the procedure for company formation

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