“I” or “my” or “me” or “we” or “our” refers to you as a submitter of the application material and/or anyone who may be competing for the beneﬁt of such party to participate in the reality-based competition online and/or offline television series currently entitled “Startup Hero” (“Series”).
Eleven Eleven Foundation
Al Sila Tower, Al Maryah Island,
United Arab Emirates.
I (including any entity set forth as my business (“Business”) (or successor entity) and/or through which I market or conduct or may market or conduct my Business, as defined below) understand, acknowledge and agree that as a condition of and in consideration for being considered to participate in the reality-based competition online and/or offline television series currently entitled “Startup Hero” (“Series”), I will be required to submit voluntarily to a background check (and to execute all consents, authorizations and releases in connection therewith).
Among other things, those agreements are currently anticipated to provide that as a condition of my participation on the Series, Producer or its designee(s) will receive an irrevocable option (the “Option”), to do either of the following or neither, at their election and in their sole discretion:
- Receive a 2% royalty of the operating profits of my Business or
- Receive warrants that give the Producer or their designees a 5% equity interest in my Business.
- The Option shall vest only upon the occurrence of the following: I enter into a binding agreement regarding my Business with of any of the following:
- any Startup Hero judge (“Hero”; plural “Heroes”) or any of its employees, contractors, ofﬁcers, directors or agents or any of the following (including their employees, contractors, officers, directors or agents):
- any entity owned, controlled or afﬁliated by a Hero or any parent, subsidiary, afﬁliated or related entity of any of the foregoing
- any person or entity involved in the development, production, distribution or other exploitation of the Series or any variation thereof
- any known major sponsor of the Series or its advertising agency or
- any person or entity supplying series or prizes to the Series
(all the foregoing entities mentioned in points 2.a.1. to 2.a.6. collectively called “Included Entities” or “Included Entity”)
within two (2) years of the date of my presentation to the Heroes or (ii) the initial exhibition of an episode of the Series that includes my presentation to the Heroes (or a portion thereof sufficient to allow a reasonable person to identify the name and nature of my Business). The Option shall also vest with respect to businesses other than my Business if I enter into a binding agreement with any Included Entity regarding such other businesses during the two (2) years following my introduction to the Heroes. The specific terms and conditions of the Option, royalty and warrants (e.g., exercise provisions, rights to documentation, shareholder rights such as pro-rata rights and anti-dilution protections, etc.) shall be set forth in one or more further agreements between Producer and me.
The Producer or its designee(s) will give good faith consideration to my expressed preference as to the form of the Option (i.e., royalty or warrants) to be exercised following the vesting of such Option; provided, however, the determination of the form of the Option to be exercised shall be made in the Producer’s sole and final discretion.
If the Option is exercised, the Producer’s (or its designee(s)’) royalty or right to receive warrants (as applicable) will be an obligation in addition to any obligations contained in any agreement between me and any Included Entity.
In addition to any other remedies (at law, in equity, or otherwise) available to Producer or its designee(s), my failure to execute such agreements in the form presented may result in my immediate disqualification from the Series.
I understand that any payment, investment or any other type of other promise made during the Series are subject to Due Diligence clearance and is not legally binding. The Producer, any Hero, or any of the Included Entities reserve the right to deny any payment or investment or any other type of consideration or compensation they might have promised during the Series without cause. I understand that any oral communications, understandings and agreements are not binding.
By submitting my application material, I (including all Collaborators) am voluntarily and knowingly agreeing to the terms and conditions of this Agreement.