ALABAMA LAUNCHPAD RULES AND REGULATIONS

Purpose

The purpose of the Alabama Launchpad Startup Pitch Competition (“Competition”) is to promote and reward high-growth, innovative ventures that have the potential to grow and thrive in Alabama. The Competition is for ventures in concept or early seed stages of growth.

Terms and Conditions

The Competition, a program of The Economic Development Partnership of Alabama Foundation, Inc. (the “EDPA Foundation”), requires each participating company (each, a “Participant”) to agree to these rules and regulations. Disqualification and/or forfeiture of prizes can result for Participants which fail to comply with these terms and conditions.

Teams: Each Participant shall be represented by a team (the “Team”) of one or more individuals (the “Team Members”). While there is no restriction on the total size of each Team, Team Members may not join more than one Team. All Team Members are expected to be active participants throughout all phases of the Competition. Team members may not be added after a Participant is accepted into the Competition. Team members must be founders, employees, executives, or officers of the Participant.

Excluded Business Ventures: The Participant’s venture shall not be based on a buy-out, a real estate syndication, a tax shelter, a franchise, a distributorship, a spin-out from an existing entity, or any concept which is not, at heart, developed by and belonging to the Participant.

Documentation of Separate Entity Existence: The Participant must provide documentation of its separate legal existence prior to the Competition. Each Participant shall additionally provide the EDPA Foundation with its governing documents, an IRS Form W-9 and any other documents requested by the EDPA Foundation. 

Originality and Intellectual Property Rights: Participants certify that the ideas and concepts outlined in the submissions to the EDPA Foundation are the original work of the Participants and the Team Members. If intellectual property (“IP”) is involved in the venture, Participants must have obtained the exclusive legal rights to use the IP during the Competition and for a five-year period thereafter.

Ineligible Participants: Participants who have won in previous rounds of the concept Competition may not apply for the concept Competition but may apply for the early seed Competition. 

Equity Investment and Revenue Requirements: Any external funding received by the Participant or Team Members relating to the venture which is the subject of the Participant’s entry must be identified and reported in the application form. A Participant is not eligible for the Competition if such persons have raised equity capital, including convertible securities (including convertible notes and SAFE agreements), for the venture totaling $1 million or more from sources other than Team Members, or if such persons have realized more than $2 million in sales for the venture in the twelve months immediately preceding the Competition. This Federal grants and awards (including funding from SBIR/STTR programs) as well as awards from similar competitions are excluded from this restriction.

Headquarters: The Participant must have commenced operations in the state of Alabama at the time of application, such that the senior management of the Participant must reside in the state of Alabama at the time of the Competition.

Competition Process

The Competition consists of multiple rounds.  During each phase, the judging panel will eliminate Participants based on evaluation criteria and the judges' judgement of which Participants have the greatest chance of success.  

General Competition Process Details: The judging panel will be comprised of multiple individuals representing the investment community, entrepreneurs, and corporate stakeholders. During any phase of the Competition the judging panel may solicit additional information prior to making a decision. Submission of all Competition materials and distribution of judges’ feedback will be managed electronically. Data may be retained by the EDPA Foundation. Each Competition will follow a posted schedule. Teams with qualifying scores will advance to the final and are eligible to be funded.

Launch Advisors:  EDPA Foundation will employ various business consultants (“Launch Advisors”) to work with the Participants on various elements of startup development.  The judging panel will consult with the Launch Advisors as to their views of the Participants.

The Competition consists of multiple rounds. During each phase, the judging panel and will eliminate Participants based on evaluation criteria and the judges’ judgement of which Participants have the greatest chance of success. 

Application and Application Fee: All Participants must apply for the Competition and pay a $150 application fee. The application fee must be paid at the time of submission.

Waiver and Release: At the time of making an application, all Participants shall execute and submit a Waiver and Release and shall upload to the EDPA Foundation a Social Media Release duly executed by, and binding up, each Team Member.  The EDPA Foundation reserves the right to require Participants and Team Members to execute additional agreements at any time.

Award Requirements

General: Winners will be required to execute a funding agreement within thirty days of the conclusion of the Competition. Upon execution, no more than half of any prize money will be paid to the Participant. The funding agreement and subsequent correspondence may provide conditions set by Competition judges, which must be met prior to the payment of any remaining prize money. Failure to meet such conditions may result in a forfeiture of the remaining prize money. If IP is involved in the venture, winning Participants must own the IP or must have, at a minimum, made meaningful progress towards obtaining the exclusive legal rights to the IP in order to receive the second tranche of funding. 

Payment and Use of Prize Money: The EDPA Foundation reserves the right to distribute any award of prize money over time based on milestones achieved as determined under the sole discretion of the EDPA Foundation. Prize money shall be used for the growth and development of Participant’s venture which was the subject of the Competition. Prize money shall not be used for repayment of personal investment in the business or repayment of other debt. Winners are encouraged to consult with a financial advisor prior to accepting the prize money to understand any relevant tax implications to the business. The EDPA Foundation does not provide any tax advice to winning teams.

Forfeiture and Repayment of Prize Money: If any Team Member or Participant makes a material misrepresentation in connection with the Competition, or if a winning team does not fully satisfy the above requirements or achieve satisfactory completion of project milestones as imposed by the EDPA Foundation, the Participant may be disqualified and may be required to repay any awards that have been received plus ten percent interest, compounded annually.

Sole Discretion of the EDPA Foundation

All decisions made by the judges on all matters relating to the Competition are final. The EDPA Foundation, at its sole discretion and without prior notice to any party, reserves the unrestricted right to interpret these rules and regulations and to alter, amend, or change Competition rules, regulations, or awards. The EDPA Foundation has sole discretion to determine whether a Participant and its Team Members have fulfilled the requirements herein. The EDPA Foundation has sole discretion to adopt new or amended rules and regulations during a Competition. The EDPA Foundation has sole discretion to apply rules and regulations differently than they have been applied in the past.

SOCIAL MEDIA RELEASE

[to be executed by each team member representing a company

In the Alabama Launchpad Startup Pitch Competition]

THIS SOCIAL MEDIA RELEASE (the “Agreement”) is entered into by and between The Economic Development Partnership of Alabama Foundation, Inc. (“EDPA Foundation”), and the undersigned team member (the “Team Member”), who is to represent a company (the “Participant”) in the Alabama Launchpad Startup Pitch Competition (the “Competition”) as of the date given below.  In consideration of the Team Member’s participation in the Competition, the parties do hereby agree as follows:

1.         The Team Member represents and warrants that it is in full compliance with the Rules and Regulations for the Competition, which are incorporated herein as if set forth in full.

2.         The Team Member waives all claims against the EDPA Foundation, The Economic Development Partnership of Alabama, Inc., as well as the officers, directors, trustees, employees, contractors and agents (which include all judges, advisors, reviewers, mentors, sponsors and participants in and related to the Competition) of each (all such individuals and entities together, the “Protected Persons”) for any action that occurs as part of, arises out of, or is in any way related to the Competition.

3.         The Team Member understands that the Competition provides no confidentiality of any information and that protection of highly-confidential trade secret information and other intellectual property is the responsibility of the Participant. The EDPA Foundation will not require anyone to sign nondisclosure endorsements. The Protected Persons are not liable for the release of confidential information.

4.         The Team Member grants to the EDPA Foundation a license for the unrestricted use of its application, submission, and presentation (including stenographic and photographic representations or summaries thereof).  No such materials will be returned to Participant or the Team Member following its submission to the EDPA Foundation.

5.         The Team Member grants to the EDPA Foundation the right to use its name, image, logo, trademark, service mark, likeness, and biographical and professional information for all purposes (commercial or otherwise), including but not limited to advertisements and promotions of the EDPA Foundation and the Competition. Such license includes the rights for the EDPA Foundation to modify, edit, combine, translate, and create derivative works and to reproduce, perform, display, transmit, make social media posts, and stream or broadcast such materials without limitation.

6.         The Team Member acknowledges and agrees that the Protected Persons incur no liability to the Team Member or Participant with respect to future awards, nor any liability for any conduct or undertakings of the Team Member or Participant.  The Team Member hereby irrevocably and unconditionally agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the Protected Persons from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys’ fees) directly, indirectly, wholly or partially arising from or in connection with any act or omission of Participant, its employees, agents, or Team Members in the Competition, in expending or applying any award funding received, or in carrying out the development of Participant’s venture.

IN WITNESS WHEREOF, the undersigned, having read and understood the terms and conditions set forth herein, hereby executes this Agreement.                                                                

TEAM MEMBER SIGNS AS INDICATED BELOW ACKNOWLEDGED AND AGREED:

THE ECONOMIC DEVELOPMENT

PARTNERSHIP OF ALABAMA

FOUNDATION, INC.

By:    /s/ Miller Girvin                                     

Miller Girvin

President

WAIVER AND RELEASE

THIS WAIVER AND RELEASE (the “Agreement”) is entered into by and between The Economic Development Partnership of Alabama Foundation, Inc. (“EDPA Foundation”) and the undersigned participant (“Participant”) in the Alabama Launchpad Startup Pitch Competition (the “Competition”) as of the date given below.  In consideration of Participant’s participation in the Competition, the parties do hereby agree as follows:

1.         Participant represents and warrants that it is in full compliance with the Rules and Regulations for the Competition, as currently in effect.  Those Rules and Regulations are incorporated herein, as if set forth in full.

2.         Participant represents and warrants that it is submitting herewith Social Media Releases, duly executed by, and binding upon, all individuals who will represent Participant in the Competition.

3.         Participant waives all claims against the EDPA Foundation and The Economic Development Partnership of Alabama, Inc., as well as the officers, directors, trustees, employees, contractors and agents (which include all judges, advisors, reviewers, mentors, sponsors and participants in and related to the Competition) of each (all such individuals and entities together, the “Protected Persons”) for any action that occurs as part of, arises out of, or is in any way related to the Competition.

4.         Participant understands that the Competition provides no confidentiality of any information and that protection of highly-confidential trade secret information and other intellectual property is the responsibility of the Participant. The EDPA Foundation will not require anyone to sign nondisclosure endorsements. Participant has sought professional guidance on the type of information that should be included in its Competition submission. The Protected Persons are not liable for the release of confidential information.

5.         Participant grants to the EDPA Foundation a license for the unrestricted use of its application, submission, and presentation (including stenographic and photographic representations or summaries thereof).  No such materials will be returned to Participant following its submission to the EDPA Foundation.

6.         Participant grants to the EDPA Foundation the right to use its name, image, logo, trademark, service mark, likeness, and biographical and professional information for all purposes (commercial or otherwise), including but not limited to advertisements and promotions of the EDPA Foundation and the Competition. Such license includes the rights for the EDPA Foundation to modify, edit, combine, translate, and create derivative works and to reproduce, perform, display, transmit, make social media posts, and stream or broadcast such materials without limitation.

7.         Participant acknowledges and agrees that the Protected Persons incur no liability to Participant with respect to future awards, nor any liability for any conduct or undertakings of Participant.  Participant hereby irrevocably and unconditionally agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the Protected Persons from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys’ fees) directly, indirectly, wholly or partially arising from or in connection with any act or omission of Participant, its employees, agents, or team members in the Competition, in expending or applying any award funding received, or in carrying out the development of Participant’s venture.

IN WITNESS WHEREOF, the undersigned, having read and understood the terms and conditions set forth herein, hereby executes this Agreement.                                                                                         

PARTICIPANT SIGNS AS INDICATED BELOW ACKNOWLEDGED AND AGREED:

THE ECONOMIC DEVELOPMENT

PARTNERSHIP OF ALABAMA

FOUNDATION, INC.

By:    /s/ Miller Girvin                                     

Miller Girvin

President

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