DRAFT: GRANT FUNDING AGREEMENT
Moonbase Foundation Grant Agreement – Founder Summary
The Moonbase Foundation offers a $50,000 non-dilutive grant to help early-stage startups prepare for fundraising. This grant is held and deployed by the Foundation on your behalf, and is subject to specific terms outlined in this agreement.
What You’re Getting
A $50K grant paid directly to approved third-party providers to prepare your company for capital raising.
No equity is taken.
No repayment is required unless there is a material breach.
The grant is used to cover critical investor-readiness services, including:
Investor-grade valuation (from approved external providers like Equidam or KPMG)
Pitch deck development
Cap table/legal compliance (e.g. Carta)
Financial modelling and scenario testing
Investor data room setup (e.g. Wevestr)
Fund memo creation and audit readiness
Moonshotnx coordinates onboarding and helps you navigate the services. Maxnx, a separate company, offers optional investor relations and fundraising execution support.
What You Should Know
1. This Is a Grant, Not a Service Obligation
You are not required to use Maxnx’s IR team to raise capital. If you do, an additional $25K deposit will be paid by the Foundation toward their fees. If not, the deposit reverts to the Foundation. Your grant is still valid either way.
2. Maxnx Fees Are Flat, Not Percentage-Based
If you choose to raise with Maxnx, they charge a flat $50,000 per $1 million raised — not a percentage. This only applies to capital they directly help raise. No fees are due unless the funds are raised, term sheets are signed, and money is received by your legal counsel.
3. Defined Breach Terms and Cure Period
The agreement protects both sides. A material breach includes:
Misrepresentation or fraud
Failure to complete onboarding within 60 days (unless extended)
Misuse of grant funds
Unethical conduct
You will always receive written notice and have 10 business days to resolve any issues before any action is taken. There is no clawback unless these conditions are violated.
4. Reporting Requirements Are Limited
You’re only required to report on grant use during the active service period. Once services are completed and funds spent, there are no ongoing reporting requirements unless you seek follow-on funding (like the Stack Note).
5. Use of Funds Must Be Approved
All services paid for must be approved by the Foundation in advance. If you have leftover grant funds, you may request to use them for other investor-related expenses (e.g. IP filings, legal prep), but this must be approved first. If not approved, the remaining balance reverts to the Foundation.
6. You Maintain Control of Investor Funds
Maxnx does not hold or transfer any capital. Investor funds go directly to your attorney or escrow agent, adding a layer of legal protection.
Summary: Why This Agreement Works for Founders
Non-dilutive funding with no upfront costs
Clear rules on use, clawback, and optional IR support
No hidden obligations if you decline Maxnx services
Real investor prep using industry-standard providers
Before You Sign
Make sure:
You understand what services the grant will be used for
You’re prepared to complete onboarding within 60 days
You only approve Maxnx services if and when you want them
You ask about any leftover funds before assuming you can use them elsewhere
If you need help interpreting this or planning how to use your grant strategically, speak with the Moonshotnx team or your legal counsel.
MOONBASE FOUNDATION GRANT FUNDING AGREEMENT
Effective Date:
This Grant Funding Agreement (the “Agreement”) is made and entered into by and between:
Moonbase Foundation, a not-for-profit entity organized under the laws of Delaware, with its principal office located at 169 Maddison Avenue, New York, NY-10016 (“Moonbase”),
and
[Start-up Name] a company incorporated under the laws of [Jurisdiction] with its principal place of business at [Startup Address] (“Grantee”).
This Agreement consists of three parts:
I. Section A – Grant Funding Agreement;
II. Annexure A – Grant Reporting Template
Section A – Grant Funding Agreement
1. Purpose of Grant
The Foundation agrees to issue a $50,000 USD non-dilutive grant to the Recipient for the purpose of preparing for institutional fundraising. This grant is to be used solely for investor readiness and fundraising support services, including:
Pitch deck and one-pager refinement
Investor-grade valuation
Financial modelling and scenario testing
Investment memo creation
Data room setup and documentation
Third-party advisory services related to fundraising (legal, audit, IP, compliance)
Maxnx will assist in administering and supporting these services but does not control grant usage, nor is Maxnx entitled to any fee from the grant. Maxnx’s success fee (5%) applies only to capital they raise directly, under a separate agreement.
2. Approved Use of Funds
Grant funds will be paid directly to verified third-party vendors, service providers, or specialists including but not limited to:
Completion of professional Valuation report
Legal Counsel (cap table migration, SAFE review, IP setup)
Financial modelling consultants
Compliance & data audit services
Data room platforms participation (e.g., Wevestr, Carta, DocSend)
Moonshotnx and Maxnx may recommend pre-vetted vendors, but final approval of all expenditures and vendor engagement resides solely with the Foundation. Upon completion of all investor-readiness services, any remaining balance may only be used for additional services that support fundraising defensibility (e.g., patent filing, branding, or marketing) with explicit prior approval from the Foundation.
3. Reporting Requirements
While the grant is being actively used, the Recipient agrees to provide monthly status updates and documentation through the Maxnx data room or an equivalent reporting mechanism.
Reporting obligations cease once all services are completed and the grant is fully deployed, unless the Recipient proceeds with:
STACK Note funding
Follow-on Foundation support
Additional grant requests
For clarity, reporting obligations shall cease upon the completion of all approved services and full disbursement of the grant funds, unless the Recipient seeks additional follow-on support or Stack Note funding from the Foundation, in which case a new reporting cycle may be initiated.
The Grantee must submit monthly updates using the official Moonbase Grant Reporting Template, provided as Annexure A to this Agreement. Reports must include:
i. Fundraising progress (meetings, outreach, investor interest)
ii. Use of services or deliverables completed to date
iii. Business milestone tracking
iv. Notes on anticipated service use or planned milestones
v. Investor engagement metrics
Failure to report for two (2) consecutive months may result in funding suspension or review.
Reports must be submitted in full by the specified deadline each month. Incomplete, delayed, or skipped reporting is a breach of the Grant Agreement.
4. Sunset of reporting Obligations
All obligations of the Recipient under this Agreement, including but not limited to reporting requirements, shall terminate upon the completion of approved services and full disbursement of the Grant funds, except where explicitly extended in writing by mutual agreement. No continuing obligations shall apply beyond this point unless the Recipient elects to engage in follow-on programs, such as Stack Note participation, which shall be governed by separate agreements.
5. Termination and Clawback
There is no clawback of the grant unless:
The Recipient materially breaches this Agreement
The Recipient fails to complete onboarding services or misuses funds
Funds not yet disbursed will be frozen in such cases, and any further services will be halted. There are no clawbacks after successful delivery and completion of the services.
6. Material Breach and Cure
For the purposes of this Agreement, a “material breach” shall include but is not limited to:
i. Misuse of Grant Funds – Use of grant monies for personal expenses or non-approved services not directly related to investor-readiness, fundraising, or pre-approved strategic uses.
ii. Misrepresentation – Knowingly providing false or misleading information during onboarding, reporting, or service delivery.
iii. Non-Cooperation – Repeated failure to participate in required onboarding sessions, respond to communications, or complete deliverables necessary for IR preparation or service milestones.
iv. Fraud or Illegality – Engagement in fraudulent, unethical, or illegal activity by the Recipient or any principal.
v. Violation of Grant Terms – Breach of any core restrictions outlined in Sections 2–6 of this Agreement, including circumventing approved providers, unauthorized fund withdrawals, or transfer of grant benefit to a third party.
vi. Notice and Cure Period - In the event of an alleged material breach, the Foundation shall provide written notice to the Recipient describing the nature of the breach. The Recipient shall have ten (10) business days from the date of notice to cure or remedy the breach. If the breach is not remedied within the cure period, the Foundation reserves the right to withhold remaining funds, terminate services, or pursue recovery of disbursed amounts.
7. Representations and Warranties
Grantee represents and warrants that:
· It is a legally incorporated and operating business entity
· It has full authority to enter into this Agreement
· All information provided to Moonbase and Maxnx is true and accurate
· It will comply with all applicable laws and regulations
8. Grant Onboarding Process
Moonshotnx will coordinate and assist the Recipient to onboard to Maxnx. Maxnx is a third-party independent associate of both Moonshotnx and the Foundation and acts as the approved associate service provider on behalf of the Foundation.
The onboarding process is not a light prep track, but a structured, hands-on and controlled investor readiness process designed to track, prepare, and align the Recipient for STACK Note funding and full fundraising facilitation. The Recipient is expected to:
Complete an initial startup assessment
Submit documents required for valuation and modelling
Engage in structured onboarding and IR preparation sessions with Maxnx team Grantees
9. Disbursement Mechanics : Grant Distribution Structure
The Grantee understands and agrees that:
Maxnx Inc. is the sole administrative agent responsible for managing all grant-related disbursements on behalf of the Moonbase Foundation
No grant funds will be disbursed directly to the Grantee under any circumstances.
All funds will be allocated only to pre-approved vendors, consultants, and service providers authorized by Moonbase Foundation and coordinated by Maxnx Inc.
Funds will be disbursed directly to service providers on behalf of the Recipient. No funds shall be disbursed directly to the Recipient.
Any request to pay an unlisted vendor requires:
Pre-approval from the Foundation
Verification of provider’s legitimacy
Documentation of service alignment with fundraising objectives
The Foundation reserves the right to reject any vendor or service proposed by the Recipient if deemed outside scope or inconsistent with the grant’s purpose.
10. Fund Administration and Approved Vendor Use
Maxnx Inc. shall act as the sole steward and coordinator of grant funds. All disbursements shall be applied strictly to Foundation-approved service providers for eligible services.
The Grantee agrees that:
i. All services must be delivered via pre-approved vendors or partners
ii. Any fees, charges, or costs—whether incurred from approved vendors or otherwise—that fall outside the approved scope of work, or represent additional or premium services beyond the standard funded program, shall be fully borne by the Grantee.
iii. Maxnx Inc. is not responsible for coordinating or reimbursing these out-of-scope expenses, and they must be settled directly between the Grantee and the service provider.
11. Misrepresentation and Disqualification
Any misrepresentation, material omission, or inaccurate reporting by the Grantee will result in:
i. Immediate disqualification from Moonbase and Maxnx grant-related services
ii. Revocation of any unused or pending funds
iii. Formal reporting to the Foundation and investor network partners
iv. Forfeiture of access to follow-on funding, placement, or syndication
12. Automatic Grant Cancellation
If the Grantee fails to:
i. Submit required documentation, onboarding materials, or compliance responses within five (5) business days of a deadline; or
ii. Provide a required report or clarification requested by Maxnx or Moonbase Foundation within five (5) business days;
iii. then the grant will be automatically cancelled, and any undistributed or unutilized funds will be returned to Moonbase Foundation. The Grantee will no longer be eligible for grant-backed services or related investor introductions through Maxnx Inc.
13. Compliance Responsibility
The Grantee is fully responsible for:
i. Responding promptly to Maxnx communications
ii. Completing onboarding, due diligence, and any data room obligations
iii. Maintaining complete and accurate records of business, fundraising, and grant usage
iv. Following all Moonbase reporting, governance, and audit standards
14. Maxnx IR Services
The Recipient may opt to continue working with Maxnx for investor outreach and fundraising execution. This is governed by a separate Investor Relations Agreement, which shall be appended as Annexure C to this grant agreement for reference, if this service is offered after completion of the Grantor services managed on behalf of the Moonbase Foundation.
a. Maxnx IR services only commence upon the Recipient’s formal acceptance into the Maxnx IR fundraising services department.
· The Foundation shall provide an additional $25,000 deposit specifically for Maxnx fundraising services, separate and in addition to the $50,000 grant allocation.
· Maxnx fees are structured at $50,000 per $1 million raised, payable only upon the successful close of the raise, evidenced by signed term sheets and receipt of funds into the startup’s attorney trust account.
· Any Maxnx fees due shall be less the Foundation’s $25,000 deposit. If the round closes before Maxnx raises funds or the startup elects not to proceed with Maxnx services, the $25,000 deposit shall revert back to the Foundation.
· Moonbase reserves the right to audit the use of funds through Maxnx reporting.
· Voluntary Nature of Services and Non-Contingency of Grant
This Grant is a non-dilutive funding allocation provided to support the Recipient’s investor readiness and capital access. Use of Maxnx IR services or any associated fundraising support is not mandatory, and the Grant shall not be revoked, reduced, or clawed back solely due to the Recipient's decision not to utilize these services. The Grant does not constitute a fee-for-service arrangement, and no additional liabilities are created beyond those explicitly stated herein.
b. Foundation IR Deposit
Should the Grantee choose to appoint Maxnx as an IR service provider, then upon acceptance and entry into Maxnx IR Services, the Moonbase Foundation will issue an additional $25,000 deposit toward Maxnx fees.
This deposit is separate from the $50,000 grant and will be credited against the Grantee's success fee obligations.
Should the Grantee close their round without Maxnx’s support or choose not to proceed with fundraising through Maxnx, the $25,000 deposit will revert to the Moonbase Foundation.
15. Confidentiality
All terms of this Agreement and any materials provided by Moonbase are confidential. Grantee agrees not to disclose them to any third party without written consent, unless legally required.
i. Confidential Information: The Grantee acknowledges and agrees that during participation in the Foundation, Moonshotnx platform and Maxnx Advisory Services that Grantee may be exposed to Confidential Information. “Confidential Information” means all information, in whole or in part, that is disclosed by the Grantor or its affiliates, or any Grantee, Grantee, employee, affiliate, guest, invitee, or agent thereof, that is non-public, confidential, or proprietary in nature. “Confidential Information” also includes, without limitation, information about the business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of either party or its affiliates, any analyses, compilations, studies or other documents prepared by either party or its affiliates, or otherwise derived in any manner from the Confidential Information and any information that parties are obligated to keep confidential or know or have reason to know should be treated as confidential. “Confidential Information” further includes the terms of this Agreement and the transactions contemplated therein, Grantees participation in the Foundation, Moonshotnx platform and Maxnx Advisory Services, including its processes and procedures and any and all discounts, if received, or Resource Fee paid and or investments made by the Grantor, its partners, or affiliates, unless authorized otherwise in writing.
ii. The Grantee and the Foundation, Moonshotnx platform and Maxnx Advisory Services are obligated to:
a) Maintain all Confidential Information in strict confidence.
b) Not to disclose Confidential Information to any third parties.
c) Not to use the Confidential Information in any way directly or indirectly detrimental to the owner of the Confidential Information.
iii. Rights. All Confidential Information remains the sole and exclusive property of the respective disclosing party. The Grantee acknowledges and agrees that nothing in this Agreement or participation in the Foundation, Moonshotnx platform and Maxnx Advisory Services will be construed as granting any rights to the Grantee, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of the Grantor or its affiliates or any Grantee or user of the Services, or any employee, affiliate, guest, invitee or agent thereof.
iv. Consent. All Confidential Information disclosed by a party hereto may only be used by the other party for the purposes of performing the rights and obligations under this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such disclosing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available, or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
v. Disclosure. Notwithstanding anything to the contrary in this agreement, the Grantor may disclose Confidential Information relating to the Grantee to the extent such disclosure is made to the Grantor’s managers, officers, agents, affiliates, employees, contractors, including advisors, mentors, and masterminds of the Foundation, Moonshotnx platform and Maxnx Advisory Services, or any other third-parties the Grantor deems relevant for purposes of making strategic introductions between the Grantee and such third party.
16. Good Faith
Grantee shall not, through any voluntary action or inaction, avoid or seek to avoid the observance or performance of any of its obligations under this Agreement, but shall at all times in good faith assist in carrying out of all the provisions hereof and taking all actions as may be necessary or appropriate to protect the rights of the Grantor, its affiliates, and its partners, under this Agreement against impairment.
17. Mutual Promotion
Advisory and Grantee may use either name, likeness, and image and quotes, in promotional materials, including press releases, presentations, and Grantee and or customer references regarding the Foundation, Moonshotnx platform and Maxnx Advisory Services upon written consent. At the request of either party, any usage within control of the entity will be changed, edited, and or removed within 5 business days of the request. You may request consent via the marketing & PR department. The Grantee does not have to request the consent of usage of any materials found in the media kit as part of the program to announce acceptance into the Grantor or graduation from it. In reference to this clause, the act of giving a quote, testimonial, and or recording of any video for use of the Grantor, will count as written consent.
18. Publicity & Media Obligations
Grantee agrees to:
· Collaborate with Moonbase and Moonshotnx on a joint press release within 14 days of grant approval
· Produce and submit a pitch video for promotional use and investor showcases
· Allow use of the company’s name, logo, and a brief profile in Moonbase’s marketing, reports, and LP communications
19. Monthly Reporting via Maxnx
Grantee acknowledges that Maxnx will provide Moonbase with monthly updates on the status and utilization of the grant funds. These updates will be used for internal tracking and LP reporting.
20. Compliance with Laws
Grantee shall comply with all applicable:
· Local and international tax laws
· Anti-money laundering (AML) and anti-bribery standards
· Regulatory obligations related to fundraising and investment
21. Assignment and Subcontracting
Grantee may not assign this Agreement or subcontract any rights or obligations without prior written consent from Moonbase.
22. Non-Disparagement
Grantee agrees not to publicly discredit or disparage Moonbase Foundation, Moonshotnx, Maxnx, or any related parties. During the course of this Agreement and thereafter, the parties agree that they will not, with intent to damage, disparage or encourage or induce others, to disparage each other, their respective services and products, subsidiaries and affiliates, together with all of their respective past and present directors, employees and officers and each of their successors and assigns (collectively, the "Entities and Persons"), whether orally or in writing, on any social media outlet, such as, but not limited to, Twitter, Facebook, LinkedIn, message boards, third party blogs, YouTube, online or print periodicals. Nothing in this Agreement is intended to or shall prevent either party from providing, or limiting testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative, or legal process or otherwise as required by law. The parties agree that they will notify each other in writing as promptly as practicable after receiving any request for testimony or information in response to a subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law, regarding the anticipated testimony or information to be provided and at least ten (10) days prior to providing such testimony or information (or, if such notice is not possible under the circumstances, with as much prior notice as is possible). Termination of the Grantee from the Grantor, including in the event of a refund of any sort, does not release either party from this clause.
23. Successors and Assigns
This Agreement is binding upon the parties and their permitted successors and assigns.
24. Independent Contractor Status
Nothing in this Agreement shall be construed to create a partnership, agency, or employment relationship between the parties.
25. Not a Professional Advisor.
Every start-up’s journey is different and custom to their team, geography, shareholders, and what professional’s investors are willing to invest into. Advisory is not and does not claim to be a licensed expert or a certified specialist for every Grantee’s individual circumstances. The Grantee understands that the Grantor content is for informational purposes only and Grantee should consult with their own experts and specialists with regard to tax, accounting, business, or legal matters regardless of any general information received or provided as part of the program. Grantee acknowledges, understands and agrees that (a) Advisory is not providing any tax, accounting, business, or legal advice to Grantee and that Advisory does not make any representation regarding tax obligations or consequences related to or arising from this Agreement and (b) Grantee assumes sole liability and responsibility for his or its federal, state and/or local tax obligations or consequences that may arise from or relate to this Agreement and that he or it will not seek any indemnification from or otherwise seek to impose any liability on Advisory.
26. No Partnership or Joint Venture.
The parties to this Agreement are not partners or joint venturers with each other and nothing herein shall be construed to make them partners or joint venturers or impose any liability as such on either of them.
27. Severability;
No Waiver. If any provision of this Agreement or any other guidelines, terms or rules that may be posted or provided to you from time to time is determined to be invalid, illegal, or unenforceable for any reason, the remaining provisions of this Agreement or guidelines, terms or rules will be unaffected and will remain in full force and effect to the extent permitted by applicable law. Advisory delay or failure to enforce any right, for any reason, does not waive our right to enforce it later.
28. Indemnification
The Grantee agrees to indemnify and hold harmless Maxnx Inc. and Moonbase Foundation from any regulatory, financial, or reputational damage resulting from the Grantee’s breach of grant terms, misuse of services, failure to report, or misrepresentation. The Grantee shall, to the fullest extent permitted by law, defend, indemnify and hold harmless the Grantor and each manager, officer, employee, attorney, agent, independent contractor, shareholder, and affiliate of Advisory (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation the Grantee, the Grantee’s affiliates, shareholders, Grantees, and prospective investors, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or wilful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Grantee.
29. General Terms
The Grantee will meet with experts, mentors, and investors that may offer advice, of which may contradict the advice of each other or the plans of the Grantee. The Foundation, Moonshotnx platform and Maxnx Advisory Services relies on the Grantee’s dedication, passion, and expertise to succeed as a business outside of the services the Grantor provides. The Grantee is responsible for their own decisions and must own the decisions they make and the consequences for those decisions. The Grantor, its team, and its affiliates are not your attorney, your cofounder, your CFO, or your therapist. Regardless of any decision the Grantee makes or fails to make, the Grantee, and its representatives agree not to seek indemnification from the Grantor, its team, and affiliates.
· Meeting & Sessions Policy. If a meeting between Grantee and advisor, mentor, Mastermind, or other services have been scheduled, as mutually agreed upon, Grantee will join the meeting at the agreed-upon time. Failure by Grantee to join or being more than 10 minutes late, may forfeit the Grantee’s right to services and program guarantee except under notification policy below. If a Grantee cannot attend a meeting, Grantee agrees that it is both reasonable, that it is the Grantee’s responsibility to, and that they will give 24 hours’ notice in advance of the scheduled meetings. The Grantee understands that a no-show to an investor or partner may harm the reputation of the Grantor and that the Grantor must still compensate service providers when Grantees no-show on the provider without 24-hour notice. Advisors, mentors, coaches, and other service providers reserve the right to terminate the relationship with any Grantee for any reason or subtract a missed session from a Grantee’s total sessions.
· Code of Conduct. The Grantee agrees to communicate honestly, be open to feedback and assistance, and create the time and energy required to participate in the Foundation, Moonshotnx platform and Maxnx Advisory Services and to complete in accordance with the Grantor Requirements. The Grantee understands they are responsible for creating and managing their own physical, mental, and emotional well- being, decisions, choices, actions, and results in relation to their start-up. Thus, Grantee agrees to follow the Code of Conduct and not:
i. Engage in pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages to the community (commercial or otherwise).
ii. Use the name of the Grantor or use photographs or illustrations of the Platform, premises, or any trademarks, logos, or other identifiers of Advisory in any advertising, publicity or for other purposes without Advisory’s prior written consent.
iii. Defame, abuse, harass, stalk, threaten, commit felony crimes, or otherwise violate the legal rights (such as rights of privacy and publicity) of the Grantor or other
iv. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent, or unlawful topic, name, material, or information.
v. Upload, or otherwise make available, files that contain images, photographs, software, or other material protected by intellectual property laws, including copyright or trademark laws, or by rights of privacy, or publicity unless the Grantee owns or controls such rights or have received all necessary consents to do the same.
vi. Use any material or information, including images or photographs, which are made available by Advisory as a part of the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary rights of any party.
vii. Upload files that contain viruses, trojan horses, worms, time bombs, cancel bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another.
viii. Download any file(s) that the Grantee knows, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
ix. Restrict or inhibit any other user from using and enjoying any service provided by the Grantor or its affiliates.
x. Violate any code of conduct of other guidelines which may be applicable to any activity in the course of the Foundation, Moonshotnx platform and Maxnx Advisory Services, including the building rules for the premises.
xi. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party.
xii. Violate any applicable laws or regulations.
xiii. Take or copy information belonging to Advisory, or other Foundation, Moonshotnx platform and Maxnx Advisory Services Grantees or their guests.
xiv. Create a false identity for the purpose of misleading others.
xv. Bring additional team Grantees onto the Platform or share access credentials with any other non-approved entity, company, or individual.
xvi. Use the Platform to conduct or pursue illegal or offensive activities; and
xvii. The Grantee agrees that when participating in or using the Platform, the Grantee will be considerate and respectful of others.
30. Force Majeure
Neither party shall be liable for failure to perform due to causes beyond their reasonable control, including natural disasters, war, government restrictions, or pandemics.
31. Survival
Sections pertaining to confidentiality, clawbacks, publicity, compliance, and reporting obligations shall survive expiration or termination of this Agreement.
32. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the State of Delaware.
Any disputes shall be resolved via binding arbitration in Wilmington, Delaware, under the rules of the American Arbitration Association (AAA). Dispute; If a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavour first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Governing law should be that of the State of America, and the venue should be located in Delaware, USA.
33. Electronic Signature.
Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement, or document related to this Agreement, and any contract formation or record- keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act, and the parties hereby waive any objection to the contrary.
34. Entire Agreement
This document constitutes the entire understanding between the Foundation and the Recipient regarding the use of the $50,000 grant. Any additional support, follow-on capital, or separate agreements (e.g., STACK Notes or IR Advisory) are independent and not governed by this Agreement.
35. Execution
This Agreement may be executed in counterparts, and electronic signatures shall be deemed binding.
Signatures
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.
Moonbase Foundation
Sign: ___________________________
Name:
Title: Authorized Signatory[Foundation Representative]
Date: _______________
[Startup]
Sign: ___________________________
Company Name:
Founder Name:
Title:
Date: _______________
Annexure A– Grant Reporting Template
(To be submitted monthly by the 5th business day of each month)
Reporting Period: [Insert Month & Year]
Startup Name: ____________________________________
Date Submitted: ____________________________________
1. General Company Updates
1.1 Business Milestones This Month (select all that apply):
☐ Revenue milestone reached
☐ MVP/Product release
☐ Customer acquisition
☐ Strategic partnership
☐ Hired new staff
☐ Pivot or strategic change
☐ Other: _________________________
1.2 Brief Summary of Activities (Max 300 words):
Provide a short narrative of company progress, updates, or blockers since your last report.
2. Fundraising Progress Cumulative (to date)
Investor meetings held
Follow-ups or second meetings
Term sheets received
Capital raised (USD)
STACK Note deployed (USD)
Syndicates or LPs introduced via Maxnx
2.1 Fundraising Notes (e.g., open rounds, commitments, next steps):
Explain the status of your raise, interest received, or support needed.
3. Use of Grant Services
3.1 Grant Service Providers Engaged (check all that apply this month):
☐ Maxnx IR Advisory
☐ Legal Structuring / Cap Table Support
☐ Valuation Services
☐ Investor Matching / Syndication
☐ Due Diligence Support
☐ Other: ____________________________
3.2 List of Services Used and Deliverables Received This Month:
Vendor / Provider
Service Used
Output / Result (e.g., pitch deck, intro calls, legal draft)
3.3 Any Challenges or Delays (if any):
List any service issues, scheduling challenges, or changes in service use.
4. Forward-Looking Plan
4.1 Key Focus Areas for Next Month:
4.2 Additional Support Needed From Maxnx or Moonbase (optional):
Request any help with fundraising bottlenecks, strategic feedback, etc.
5. Declaration
I confirm that the information provided in this report is accurate and complete to the best of my knowledge, and that all activities described are in compliance with the Moonbase Foundation Grant Agreement and the Maxnx Master Terms of Service.
Submitted by (Full Name): ______________________
Title: ______________________
Date: ______________________