DRAFT: GRANT FUNDING AGREEMENT
MOONBASE FOUNDATION GRANT FUNDING AGREEMENT
This Grant Funding Agreement (the “Agreement”) is entered into as of ___ ______ 20__, by and between Moonbase Foundation, a Delaware non-profit organization (the “Foundation”), Maxnx Inc., a Delaware corporation acting solely as administrative agent for the Foundation (“Maxnx” or the “Administrative Agent”), and __________________________, a __________________________ (the “Grantee”).
1. DEFINITIONS
“Advisory” means the structured advisory services overseen by the Foundation and administered by Maxnx covering assessment, valuation, pitch preparation, data room setup, and related workstreams as scoped during onboarding.
“Approved Vendors” means third-party service providers pre-approved by the Foundation for specific scope items; only these vendors may be engaged for grant-funded work.
“Grant” means the non-dilutive vendor-paid grant allocated by the Foundation for the benefit of the Grantee, payable solely to Approved Vendors against completed and accepted scope.
“Materials” means all documents, data, media, and deliverables produced during Advisory and any grant-funded engagements.
“Programs” means, collectively, the Foundation grant program and any related educational, advisory, and investor-readiness activities administered by Maxnx.
“Reporting” means the periodic updates, confirmations, and evidence of progress specified in Annexure A.
2. GRANT AWARD & NATURE
2.1 Nature of Grant. The Grant is vendor-paid and is not cash to company. No funds are paid to the Grantee. All disbursements are made by the Foundation, directly to Approved Vendors against scope completion and acceptance by the Foundation.
2.2 Non-Dilutive. The Grant is non-dilutive. No equity, token, warrant, or similar consideration is required as a condition of the Grant.
2.3 Scope Control. The Grant may be applied only to the scope approved during onboarding. Any out-of-scope or premium services are for the Grantee’s own account and must be pre-approved in writing to be eligible for grant coverage. Such consideration is only applicable at the closure and acceptance of the Advisory file.
3. ADMINISTRATION & DISBURSEMENT
3.1 Administrative Agent. Maxnx is the sole administrative agent for the Foundation for purposes of this Agreement. Maxnx manages onboarding, vendor assignments and work acceptance.
3.2 Vendor Payments Only. Disbursements, if any, are made only to Approved Vendors after: (a) scope completion; (b) delivery of Materials; (c) acceptance by the Foundation (or its designee); and (d) submission of invoices and evidence required by the Foundation.
3.3 No Obligation to Disburse. The Foundation may delay, reduce, or cancel disbursements in its reasonable discretion if obligations are not met.
4. ONBOARDING & PROCESS
4.1 Assessment & Documentation. Grantee provides required corporate, product, and compliance information; the Administrative Agent conducts an initial assessment.
4.2 Scoping. Foundation confirms the eligible scope for funded work and assign Approved Vendors.
4.3 Advisory Execution. Grantee attends scheduled sessions, provides inputs on time, and reviews drafts and deliverables.
4.4 Acceptance & Disbursement. Upon acceptance, the Foundation pays the Approved Vendors per Section 3.
5. GRANTEE RESPONSIBILITIES
5.1 Prompt Responses. Attend meetings on time; respond to communications within two (2) business days unless otherwise agreed.
5.2 Accuracy. Maintain accurate, up-to-date filings and materials; correct public information promptly; provide requested evidence.
5.3 Corporate Records. Maintain proper governance, accounting, and employment records; comply with all applicable laws.
5.4 Meeting Policy. No-shows or repeated lateness may delay or terminate work; rescheduling requires at least 24 hours’ notice where practicable.
5.5 Conduct. Professional, respectful engagement with staff and vendors; zero tolerance for harassment, threats, unlawful or discriminatory conduct.
6. REPRESENTATIONS & DISQUALIFICATION
6.1 Representations. The Grantee represents and warrants that all information supplied is true, complete, and not misleading, and that it has all rights required to participate.
6.2 Misrepresentation. Any material misrepresentation, concealment, or fraud may result in immediate disqualification, cancellation of undisbursed Grant amounts, cessation of services, and notification to partners and authorities.
7. REPORTING & SUNSET
7.1 Reporting. Grantee will provide Reporting as set out in Annexure A at the cadence specified therein and upon reasonable request.
7.2 Sunset. Reporting obligations end twelve (12) months after the later of (a) final acceptance of deliverables or (b) completion of Advisory, unless otherwise required by law.
8. ENFORCEMENT & REMEDIES
8.1 No Clawback. Once grant-funded deliverables are completed, accepted, and paid to Approved Vendors, the Foundation will not seek clawback of disbursed amounts except in cases of fraud or unlawful use.
8.2 Material Breach. Breach includes misuse of funds, failure to provide information, non-cooperation, illegality, or misrepresentation. Except for fraud or illegality, the Grantee will have ten (10) business days after written notice to cure.
8.3 Automatic Cancellation. Failure to provide required onboarding documents or critical Reporting within five (5) business days after request may result in automatic cancellation of undisbursed amounts.
8.4 Survival. Sections 5–13 survive termination or expiration.
9. PUBLICITY & PROMOTION
9.1 Publicity. Grantee agrees to cooperate in publicity, including a Foundation announcement and a short video pitch (10–15 minutes) for investor education. Within 14 days of acceptance of this agreement.
9.2 Mutual Promotion. The parties will coordinate on a public post and name/logo use within thirty (30) days of Grant award. Grantee grants a limited license for use of its name and logo for Program reporting and publicity.
10. RELATIONSHIP OF PARTIES
10.1 Independent Contractor. The Foundation, Maxnx, and all vendors act as independent contractors.
10.2 No Joint Venture. Nothing herein creates a partnership, joint venture, or agency relationship.
10.3 No Advice. The Foundation and Maxnx do not provide legal, tax, accounting, investment, or professional advice.
11. LEGAL TERMS
11.1 Force Majeure. No liability for events beyond reasonable control with mitigation.
11.2 Severability; No Waiver. Invalidity of any provision does not affect the remainder; failure to enforce is not a waiver.
11.3 Assignment. This Agreement binds successors and assigns; Grantee may not assign without consent.
11.4 Notices. Notices must be in writing to the contacts below; email is sufficient for routine notices; legal notices require confirmed delivery.
12. GOVERNING LAW & DISPUTE RESOLUTION
12.1 Governing Law. Delaware law governs this Agreement.
12.2 Mediation & Arbitration. Disputes will first go to AAA mediation in Wilmington, Delaware. If unresolved within 30 days, they will be settled by binding AAA arbitration seated in Wilmington, Delaware.
13. ENTIRE AGREEMENT
This Agreement, including Annexure A, is the entire agreement and supersedes all prior understandings. Amendments must be in writing and signed by the Foundation (or Administrative Agent) and Grantee.
14. ANNEXURES & INCORPORATION
14.1 Annexure A (Advisory & Reporting). Includes the Grantee’s full Advisory file and reporting template.
14.2 Annexure B (IR Program Terms). The document “Annexure B – Moonbase:Maxnx IR Contract / IR Approval & Acceptance Form” is attached and incorporated by reference. It governs the Grantee’s participation in investor-relations services. This document is offered at the sole discretion of Maxnx.Inc after the completion of advisory services.
14.3 Transfer of General Terms. Sections 5, 8, 10, 11, and 12 of this Agreement apply mutatis mutandis to Maxnx under Annexure B. Maxnx may enforce these terms directly.
14.4 Precedence. In the event of a conflict within IR scope, Annexure B controls; otherwise, this Agreement prevails.
14.5 No Agency. Incorporation of Annexure B does not create agency, partnership, broker, or custodial relationships.
SIGNATURES
Grantee
SIGN: ___________________________
Name: _________________________
Title: __________________________
Date: __________________________
Moonbase Foundation & Maxnx Inc. (Administrative Agent)
SIGN: ___________________________
Name:
Title:
Date: __________________________
ANNEXURE A – REPORTING TEMPLATE
Cadence:
Monthly for six (6) months after Advisory completion; quarterly thereafter until Sunset under Section 7.2.
Required Fields:
Company legal name, jurisdiction, EIN/registration number.
Cap table summary (public-safe).
Public-facing traction metrics (units, revenue, users, retention as applicable).
Key milestones achieved and evidence (website, GitHub, press, filings).
Advisory deliverables completed (valuation, deck, model, data room status).
Risk & compliance updates (litigation, regulatory notices, IP filings).
Next-period plan and requested support (non-binding).
Certification:
I certify that the above is true and correct to the best of my knowledge.
Authorized Signatory: __________________ Date: ____________