KnW Venture X Agreement for Micro Enterprises & SMEs | DRAFT AGREEMENT
This KnW Venture X Agreement ("Agreement") is entered into as of the Effective Date, by and between KnW Capital Sdn Bhd ("Company"), and the undersigned client, a Micro Enterprise or Small-Medium Enterprise (SME) ("Client"). The Company and Client may collectively be referred to as the "Parties."
By signing this Agreement, the Client agrees to the following terms and conditions:
1. Introduction
This Agreement governs the relationship between the Company, providing the KnW Venture X program, and the Client, a microenterprise or SME, seeking to leverage business support, technology solutions, and growth strategies to transform into a VC-ready startup.
The KnW Venture X program is designed to help businesses scale efficiently, unlock growth potential, and access venture capital funding through a structured and step-by-step process. By following this structured program, KnW Venture X aims to enhance the Client’s business operations, financial planning, technology infrastructure, and market positioning, with the end goal of transforming the Client’s business into a high-growth entity capable of attracting investors and scaling successfully.
2. Services Provided
KnW Capital Sdn Bhd will provide the Client with comprehensive services under the KnW Venture X program. These services are designed to transform the Client’s business into a VC-ready startup by following a step-by-step approach, which includes, but is not limited to, the following:
- Phase 1: Business Assessment & Strategy Development
- Business readiness assessment and goal setting
- Business model refinement and validation
- Development of a clear, actionable growth strategy
- Financial review and planning (profitability and capital structure)
- Phase 2: Operational and Technology Integration
- Technology audit and digital transformation roadmap
- Business process automation and system integration
- Implementation of technology solutions to streamline operations
- Phase 3: Market Positioning & Expansion
- Market research and competitive analysis
- Development of a customer acquisition strategy
- Sales and marketing optimization (digital marketing, lead generation, etc.)
- Brand building and public relations
- Phase 4: Scaling & Financial Structuring
- Scalability analysis and operational efficiency improvements
- Development of financial models to support scaling (investment-ready)
- Pitch preparation for potential investors, including VCs, angel investors, and financial institutions
- Phase 5: Investor Readiness & Capital Access
- Venture capital pitching and fundraising guidance
- Investor relationship management and negotiation support
- Assistance with due diligence and investor documentation
- Access to a network of venture capital firms and financial investors
3. Eligibility
To participate in the KnW Venture X program, the Client must meet the following eligibility criteria:
- The Client must be a legally registered Micro Enterprise or Small-Medium Enterprise (SME) with a valid business license in Malaysia.
- The Client must demonstrate the desire to scale their business through operational improvements, digital transformation, and market expansion.
- The Client should be open to implementing a structured transformation process that prepares them for investment and growth.
- The Client must have the financial resources to engage in the program, as well as the internal capacity to execute the changes suggested by the Company.
4. Program Fees
The Client agrees to pay the Company for participation in the KnW Venture X program as outlined in the attached fee schedule. The payment terms are as follows:
- Initial Program Fee: RM XXXX due upon execution of this Agreement.
- Phase-wise Payment: Payments for each phase will be invoiced upon completion of each phase.
- Phase 1 (Business Assessment & Strategy Development): RM XXXX
- Phase 2 (Operational and Technology Integration): RM XXXX
- Phase 3 (Market Positioning & Expansion): RM XXXX
- Phase 4 (Scaling & Financial Structuring): RM XXXX
- Phase 5 (Investor Readiness & Capital Access): RM XXXX
- Subscription Fees: XXXX per [Month/Quarter/Year] for continued access to post-program mentorship, support, and networking.
Late Payment: A 5% late fee will apply for payments not received within 7 days of the due date.
5. Client Responsibilities
The Client agrees to:
- Provide Accurate Information: The Client must provide the Company with complete and accurate business data, financial information, and goals to ensure effective service delivery.
- Active Participation: The Client must commit to participating in all workshops, meetings, and sessions outlined in the program schedule.
- Commitment to Change: The Client agrees to take necessary actions in implementing changes based on recommendations from the program.
- Payment: Ensure timely payments in accordance with the agreed-upon schedule.
- Confidentiality: Maintain confidentiality of the Company’s proprietary information and intellectual property.
6. Company Responsibilities
The Company agrees to:
- Provide Expertise: Deliver high-quality services, mentorship, and guidance through each phase of the KnW Venture X program.
- Project Management: Assign dedicated consultants and specialists to oversee and manage the transformation process.
- Tools & Resources: Provide access to digital tools, resources, and technology platforms necessary to support business scaling and efficiency.
- Access to Network: Facilitate introductions and access to potential investors, venture capitalists, and financial partners during Phase 5 of the program.
7. Confidentiality
Both Parties agree to protect each other’s confidential information and trade secrets. Any proprietary data or business information shared during the program must be treated as confidential, and cannot be disclosed to third parties without written consent, unless required by law.
8. Intellectual Property
- Ownership: All intellectual property created by the Company during the course of the KnW Venture X program (including, but not limited to, software, reports, frameworks, presentations, and tools) remains the property of KnW Capital Sdn Bhd.
- License: The Client is granted a non-exclusive, non-transferable license to use the Company’s intellectual property for the duration of this Agreement and solely for the Client’s business use.
9. Limitation of Liability
The Company’s liability to the Client shall be limited to the amount paid by the Client for the program in the 6 months prior to the claim. The Company shall not be liable for any indirect, incidental, or consequential damages arising from the implementation of the services provided under this Agreement.
10. Dispute Resolution
In the event of a dispute, the Parties agree to first attempt to resolve the dispute through negotiation or mediation. If the dispute cannot be resolved through these means, it shall be resolved through arbitration, in accordance with the laws of Malaysia.
11. Miscellaneous
- Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Malaysia.
- Force Majeure: Neither Party will be held liable for failure to perform due to circumstances beyond its control, including natural disasters, wars, pandemics, or government restrictions.
- Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes any prior agreements, whether written or oral, related to this subject matter.
12. Acknowledgment
By signing below, the Client acknowledges that they have read, understood, and agree to all terms and conditions of the KnW Venture X Agreement.
Client Name: _____________________________
Business Name: ____________________________
Authorized Signature: ______________________
Date: _________________________
KnW Capital Sdn Bhd Representative: ______________________
Authorized Signature: ______________________
Date: _________________________