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templates

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independent contractor agreement

Word version PDF version

This is a simple company friendly consultancy agreement for engaging independent contractors or consultants (e.g. individuals or sole operator companies) to work within a business.

This template includes a restraint on the independent contractor to ensure that the independent contractor does not jeopardise the company’s business (by competing or similar) during the term and for a set period after. To be enforceable, a restraint must be reasonable. This, in turn, will depend on the facts relating to the agreement. However, the longer the restraint and the broader the restrained area, the more likely that arguments could be raised about the enforceability of the restraint.

using our templates

Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.

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IP assignment

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This document is intended for use by the founders of a startup company to formally transfer intellectual property relevant to the business, products or services of the company, to that company.

Before completing this deed, we suggest that companies and their founders first work to identify and record the intellectual property that the company intends to use (or is already using) in its business, including details of who:

  • created the intellectual property, and on what basis (e.g. as a founder, employee or external consultant of the company)
  • owns that intellectual property and on what basis (i.e. if the company owns intellectual property because it was created by its employees in the course of their employment, this should be recorded)

This will help:

  • to identify intellectual property that needs to be transferred by a founder or consultant, etc. to the company (and to properly describe that intellectual property in a deed of assignment)
  • to prove ownership of the company’s intellectual property in the future, e.g. in a capital raising or M&A transaction.

using our templates

Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.

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letter of intent (commercial)

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This is a simple document to outline the main in principle terms of a proposed commercial relationship. The document is not legally binding (other than the confidentiality, termination, and governing law provisions in part D).

Other than the statement that the document is not intended to be binding and part D, there is no suggested content included – the document is simply a framework for the parties to record the in principle commercial terms that have been agreed, prior to preparing a formal agreement.

Although the letter of intent is non-binding, it can create moral or ethical obligations that are difficult to back away from. It is therefore important not to over-promise, and to set out relevant assumptions.

This document does not include an exclusivity provision – either party is free to enter into negotiations, or contract, with third parties for a similar or competing relationship.

using our templates

Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.

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mutual confidentiality agreement (nda)

Word version PDF version

This is a simple mutual (or two way) confidentiality agreement setting out the terms on which each party will keep confidential the other party’s information.

It has been drafted to be fair to both parties and to enable easy signing (without the need for lengthy negotiation). If the purpose for which the information is being exchanged is highly sensitive or has unique aspects, consider whether a more belts and braces agreement may be required.

using our templates

Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.

tips and tricks for your next nda

Before you start a new business relationship, it’s often sensible to sign a non-disclosure or confidentiality agreement (NDA) so that you can explore the proposed relationship freely – in the comfort that your commercially sensitive information is protected.

NDAs are usually fairly standard, but there’s a handful of points that it’s a good idea to double check before you sign on the dotted line.

who are you contracting with?

A NDA may be a simple document, but its terms cover your most valuable information. So it should state the other party’s full legal name as a contracting party, or you may have problems enforcing the NDA.

what information is covered?

Make sure the description of confidential information covers all of the types of information that you will be sharing, e.g. the NDA should cover oral information as well as written information, so that things discussed at meetings are protected. It’s also a good idea to cover any information shared before the date of the NDA (in case you’ve given the other side an early taster of what you want to discuss).

what can your information be used for?

The NDA should include a clear purpose for which the information may be solely used, based on why you are sharing the information, e.g. for the parties to discuss a possible joint venture related to [X]. By limiting use of information to a purpose, it means the recipient can’t use your information for another reason.

It also pays to check to whom the recipient can disclose your information – usually this is limited to named classes of persons (e.g. professional advisors and employees) but make sure you’re happy for each class of person to receive the information. Of course, the more your information is passed on, the less control you have. Given this, it’s a good idea to:

  • limit disclosure to a need to know basis for the purpose
  • require these additional persons to be subject to similar confidentiality obligations too.

NDAs usually have stated exceptions to the restriction on disclosure. Keep these as narrow as possible, e.g. limited to where the recipient is compelled to disclose the information by law, a stock exchange that governs the recipient, or court order.

when should confidentiality end?

Often confidentiality obligations continue indefinitely, regardless of whether the NDA or purpose has ended, i.e. if the other party still has your information, it should still keep it confidential. Increasingly though, NDAs limit confidentiality obligations for a set period only (e.g. 3 years), meaning once that time period expires, the other party can use your information for any purpose. A time limit may not be an issue depending on what type of information you are sharing, e.g. financial information usually has a short shelf-life but IP (and technical descriptions of IP) may need longer protection. So, before agreeing to limited duration confidentiality, make sure you’re OK with unrestricted use of your information after that time or you place a positive obligation on the recipient to return or destroy your information before the end of the period. Another way to address this risk is to restrict access to the information that you are concerned about (e.g. read-only access onsite at your premises).

liability and remedies

Liability under a NDA is normally unlimited – reflecting the significant loss that the discloser could suffer if their information was misused. If there is a cap, make sure it’s meaningful (i.e. large) and takes account of the damage your business could suffer if your confidentiality was breached.

The NDA should also allow you to obtain court orders to protect your confidentiality (e.g. an order requiring the other party to specifically perform the NDA) because, if you have to sue for damages, the horse has bolted and your information is in the hands of someone who shouldn’t have it. A court order can be obtained quickly to prevent a current disclosure or breach. However, this remedy needs to be expressly stated because a court will be reluctant to grant an order of this type if it thinks damages provide you an adequate remedy.

use our free template

If you would like a standard NDA to use or to act as a comparison if the other side supplies their NDA, check out our free template NDA.

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explore our case studies

bambu

Bambu is a Singapore-based robo-advisory startup. We talked to the company about working with Kindrik Partners through their successful Series A and B rounds.

bambu

Bambu is a B2B robo-advisor platform provider to banks and other financial institutions. Their digital platform allows these financial institutions to offer automated and technology-augmented investment services to their customers. The company started up in August 2016, and now has 70 staff with clients in America, Europe, the Middle East, and across Asia.

Bambu raised US$10m in their series B round which closed in June 2019. We spoke to their CEO and co-founder Ned Phillips about the fundraising process.

getting introduced to Kindrik Partners

Ned first heard about Kindrik Partners through an early investor and advisor to Bambu. When it came time to do their Series A round, Bambu had secured its first strategic investor, Franklin Templeton Investments, as well as its first venture capital investor, Wavemaker Partners. Since it was their first equity round, Ned knew it was time to bring in professional legal advisors.

As part of their search, Ned said that he met with a few of the bigger law firms, but none of them quite fit.

“You meet the partner”, he said, “but you know you’re not going to get the partner – the actual work always gets handed off to someone else in the firm.”

Kindrik Partners was transparent and honest when presenting their team. “What I liked about Kindrik Partners was that when I met Chris [Wilson] and Sarah [Yen], they said ‘this is us, you’re going to be working with us’, which was nice.“

“That made a big difference.”, says Ned. “It was important for us to know who we were dealing with, and it was very clear that it was them – that this was my team.”

raising the series a, then the series b

The series A round was very different from the seed round for Bambu. “The series A was the first time we were introduced to equity documents”, recalls Ned. “In our seed round we had used a SAFE convertible note, so there were no equity investors at that point.”

It was a big learning curve, particularly as a first-time founder. “My clearest memory about the Series A was the amount I learned about things I never knew about”, says Ned.

“There were a lot of things about equity documents that I wasn’t familiar with – tag-alongs, drag-alongs, founder vesting, liquidity preferences, warranties.”

(Unfamiliar with these terms? Click through to our startup glossary to learn more.)

When it came time for the series B round, Ned thinks that they were fortunate with how things went, and that it felt easier, attributing it to understanding more of the process and jargon.

“We had Franklin as a returning investor who was also willing to lead the round for us. We ended up with two investors filling the round – but it turned out that as soon as our round was full, everyone else wanted to come in, which was a nice problem to have.”

For other startups looking to raise money, Ned advises perseverance. “It’s not that it’s a numbers game, but it does take persistence. We reached out to so many investors. Many people give up at 10, or 20, 30, 40 people telling them no. But don’t be deterred – be polite, say thank you, and move on.”

working with Kindrik Partners

Ned describes the team as super helpful. “When we were first introduced, the fundraising process was new to me – the combination of Chris and Sarah on board to help was invaluable.”

Ned highlights Chris as an incredibly founder-friendly lawyer. “As a founder, you want to keep good investor relations, since it’s going to be a long-term relationship.”

“Chris could be the bad cop when he felt it was in the company’s best interests. He was also great at explaining what was important and what we could let go. He was strong, but fair.”

Ned also emphasises the complexity in negotiating a series A round. “Raising money isn’t just a negotiation on value (that part is done fairly quickly). There are all of these other things to decide in terms of what to hold onto and what to let go of.”

Ned recommends the law firm to other startup founders doing who are looking to raise funds for their company. “The team at Kindrik Partners really focuses on raising funds, and it’s so valuable to be talking directly with the people who are holding the pen on the documents, rather than just being a part of the sausage mill.”

“Put it this way – when it came time to do our series B, we didn’t spend one second thinking about using someone else. It was like, OK, we’re doing our round. Let’s get in touch with Kindrik Partners and get started.”

what’s next for bambu

It’s an exciting time for Bambu. The startup has lots of plans from the proceeds of their series B, including new products set for release and building their London presence. But Singapore remains home for the time being.

“Singapore is really helping fintech”, says Ned. “Honestly, it’s amazing – the Fintech Festival alone had 40,000 people attending last year. We’re selling to the world, but there’s no better place to do that from than Singapore.”

explore bambu

[Note: The firm’s name was changed to Kindrik Partners in July 2020 and references to the firm’s previous name have been updated.]

WATI.io

Hong Kong-based WATI.io helps companies have personalized conversations with an easy-to-use customer engagement software tool that’s built on WhatsApp’s API. The startup worked with Kindrik Partners on their recent capital raise. We talked to co-founder and COO Bianca Ho on WATI.io, the capital raising journey, and working with Kindrik Partners.

WATI.io’s story

The company was founded in 2016 by Bianca Ho and Ken Yeung in Hong Kong. Before embarking on entrepreneur journey, Bianca worked in finance before moving to a business development role at a SaaS startup that specialised in customer support. It was there that she saw how artificial intelligence could be leveraged to augment and supercharge existing customer support teams.

“We started with an AI digital assistant for enterprises”, Bianca recalls. “Our digital assistant provided enterprises with a simple solution to chat with their clients at any time in the client’s preferred channels and language.”

From there, the company saw the opportunity of offering a similar solution to SMEs. “We saw lot of small businesses using WhatsApp as a tool to communicate with their customers. We created WATI, a no-code solution for those companies to automate the support that they were offering using WhatsApp’s Business API.”

These days the team has 40 employees across seven locations and is serving over 2,500 businesses in 54 different countries.

working with kindrik partners

Bianca was first introduced to Kindrik Partners through another entrepreneur in Singapore – Ned Philips, cofounder at Bambu. They were looking for legal advice with their pre-series A round.

“We decided to work with Kindrik because the team was really responsive, and the legal fees were affordable.” says Bianca. “They’re easy to work with, and very straightforward and fuss-free.”

on WATI.io’s fundraising journey

“We were a part of the Surge accelerator programme run by Sequoia”, recalls Bianca. “The fundraising process was relatively straightforward, since they have standardised documents that Sequoia gives to all cohort companies.”

Bianca worked with partners Chris Wilson and Lee Bagshaw from the Southeast Asia office in Singapore. “They were very quick to respond to my emails, as well as friendly.” says Bianca.

“They’re also founder-centric, which is something I appreciated. Sequoia is a big name, but Kindrik worked to let us know when things weren’t necessarily market standard in the fundraising documents, and encouraged us to ask questions to understand what we were getting into.”

Kindrik Partners also assisted WATI.io in the preparation of its employee share option scheme (ESOP).

“An ESOP is a complex thing to decide, and not something you can change every day”, Bianca says, “It can be daunting and quite complex, so having a clear explanation of the process and documents was very useful for us.”

tips for founders

When it comes to giving tips to founders, Bianca is clear. “Focus on the business first”, she says. “Understand your customers. If you are a good business with solid fundamentals, it will be easier to get the capital you need.”

what’s to come

WATI.io is continuing to pick up speed, particularly with its new injection of capital. “We are continuing to hire and grow”, says Bianca. “It’s an exciting time for us and we’re excited at what’s to come for the company.”

storehub-simmonds-stewart-client

storehub

Malaysian point of sale (POS) startup StoreHub is on a mission to help businesses execute better, through innovative technology and great design.

Wai Hong Fong, StoreHub CEO and co-founder, recently talked to us about his company and how he has found working with Kindrik Partners on their Series A capital raise.

the storehub story

Wai Hong refers to himself as an accidental entrepreneur. Most of his family are professionals and he says that it was a combination of kind of stumbling into opportunities plus being frustrated with a problem and wanting to solve it, which led him to where he is today.

After completing his BA in arts, media and philosophy at the University of Melbourne, he co-founded and became Managing Director at OZHut a lifestyle online retailer, where he did everything from writing code, web development and design, search engine optimization and even running the packing tables at the warehouse.

After 5 years at OzHut, he moved to China to study Mandarin and met a friend running a small retail store who asked him to look at his POS given Wai Hong’s e-Commerce background. He realised how terrible it was and not only wanted to help his friend fix this but other small to medium businesses that required offline and online sales support.

Wai Hong knew that the iPad POS was taking off in the US but there were no alternatives in Asia. With the belief that it was time for technology to revolutionise the traditional POS industry in Asia, and to help build better businesses, he co-founded StoreHub in 2013, along with current Chief Technology Officer, Congyu Li.

In the first 12 months of development, they bootstrapped the company then received a small investment from an angel investor, as well as a grant from Malaysia’s Cradle Fund. Wai Hong says that this initial funding allowed them to grow their product quickly and we’ve been cashflow positive and profitable since late 2015.

StoreHub is now a cloud-based iPad POS with inventory management, reporting and CRM, accessed via a mobile responsive backend, with over 850 retail stores paying a monthly subscription and customers in Malaysia, Philippines, Thailand and Indonesia.

In addition to the POS product offering, StoreHub supports its product with exceptional customer service based on the business to consumer experience which is not commonly offered by the industry.

In 2016, StoreHub announced a partnership with Malaysia-listed payments giant GHL Systems to deliver a fully integrated mobile point of sale (mPOS) credit card terminal and iPad POS solution. They also secured USD$850k in their Series A capital raising round from 500 Startups, as well as investors in China, Singapore and Malaysia.

Wai Hong says that StoreHub now plans to grow at least another 5 times its current size in the next year, add complementary products to their core offering and also enter new South East Asian markets, such as Thailand and Philippines.

challenges

Wai Hong notes that the biggest challenge for StoreHub is hiring and managing people, especially on a shoestring budget, talent acquisition and management is key.

The POS market is also highly competitive however StoreHub manages to differentiate because of their broad offering and leveraging their customer service focus which is generally seen as an afterthought in the industry. Being product and tech obsessed has also helped them stay ahead of the pack.

working with Kindrik Partners

Wai Hong primarily dealt with lawyers for the angel investment which involved local lawyers but it unfortunately turned out to be a painful and expensive experience.

He was then introduced to Kindrik Partners partner Lee Bagshaw through former Kindrik Partners lawyer, now investment analyst at tech VC Monks Hill, Lucy Luo. Lee supported StoreHub through the Series A capital raising, including drafting all of the documents which is unique for a deal like this, as investors usually provide the first round of documents.

Wai Hong says that it was our first serious cap raise and it was a refreshing experience given the angel investment round, knowing if I had an issue I would be getting sound advice. It made a huge difference that Lee thoroughly understood the South East Asian venture capital landscape, particularly as they had to negotiate with the investors.

Given Lee really understood StoreHub’s business, Wai Hong would work with him again on further corporate governance work like an Employee Share Options Scheme. He has also recommended both Kindrik Partners and Lee to a whole bunch of startups.

He says not only was Lee fast at delivering the work which helped StoreHub maintain their professionalism with investors, but he gets the space, market standards and provides valuable industry insights. Wai Hong thought Lee’s wealth of experience showed specifically when he advised on the all important term sheet, his advice and guidance was spot on.

Wai Hong also thinks that the Kindrik Partners Templates are also pretty cool, providing good information and learning points, and are a good starting point for legal work.

summing up

StoreHub’s growth is a testament to the company’s commitment to building a product and providing outstanding customer service. Kindrik Partners can’t wait to see what Wai Hong and the team have planned for their ambitious next steps.

Explore StoreHub.

[Note: The firm’s name was changed to Kindrik Partners in July 2020 and references to the firm’s previous name have been updated.]