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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

Word version PDF version

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)

Word version PDF version

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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singapore tourism accelerator

about Singapore Tourism Accelerator

The Singapore Tourism Accelerator is an equity-free 6-month programme for promising technology companies that power the travel and tourism industry. The Accelerator is organised by the Singapore Tourism Board (STB) and is managed by its appointed Corporate Innovation partner, Found8.

The cohort companies undergo a three-month accelerator program where they participate in capacity- building workshops providing insights to the Singapore ecosystem and market as well as the tourism and hospitality industry. The program is tailored to support the startups in identifying and securing a pilot partner and project to testbed their solution with. This is followed by three months of pilot implementation and execution with one of the close to 30 industry partners participating in the programme – including Singapore Airlines, Changi Airport, Marina Bay Sands, and other prominent tourism brands.

The Accelerator provides founders with an opportunity to learn critical market entry skills, pilot design and implementation skills, and fundraising strategies. The programme also offers 1:1 mentoring, expert feedback, and access to industry events. The accelerator culminates in a Demo Day attended by investors and members of the tourism industry. 

The Accelerator is currently running its second cohort of 10 companies and Kindrik Partners has worked with the program as an advisor for both. Particularly in the case of startups who have come from outside the region, that can include incorporation in Singapore with a view to getting investment.

pivoting to remote-first with COVID-19

With the second cohort set to begin just as the COVID-19 situation was escalating in Singapore, the decision was made to pivot from an onsite programme to a digital-first programme.

“The global health crisis put a lot of different challenges on top of everyone’s normal workload. Now that we’re split across seven different time-zones, it’s a big ask in terms of flexibility and adaptability for the people who run the workshops. We are all now masters of Zoom,” says Katrin Miller, program manager.

kindrik partners support

presentations and office hours

In line with the move to remote-first, Sarah Yen, senior solicitor at Kindrik Partners, presented to the second cohort via webinar, covering basic corporate and commercial topics such as seed rounds and other common legal issues for growth stage companies.

The startups were also able to book one-on-one Zoom legal consultations to address any queries not covered in the presentations.

“It was beneficial to the startups to know they had access to a lawyer to address more specific questions once they were further through the process”, says Katrin.

 “Throughout the programme, Sarah has been stellar to deal with. She has always made herself available to our startups and the advice she gives to help the founders is always well structured and clear.”

online templates

Founder in each cohort also have access to over 30 free legal templates and guides for startups that have been tailored to building tech companies in Southeast Asia.

“Anytime one of the startups needed a template, I always consulted the Kindrik Partners database first to see if there was something they could start working from,” says Katrin.

The templates cover common corporate and commercial agreements and resolutions used by growth startups. These include founder agreements, NDAs, and sample term sheets.

support tailored for the programme

Given the industry connections that the Accelerator offers to industry heavyweights like Singapore Airlines, Changi Airport, and Marina Bay Sands, Kindrik Partners also provides targeted assistance on pilot agreements.

“Running a pilot programme is a great way to fine-tune a solution and to approach enterprise customers”, says Sarah. “However, since there’s no real uniformity to pilot agreements, founders need to be aware of some key provisions that will shape their experience with the organisation they’re dealing with.”

Katrin agrees, adding “Some corporate partners have existing documentation around pilot programmes – but for many, it’s up to the startup to set up a legal document that seals the partnership. Kindrik Partners provided real value in educating the startups and help them understand the legalese – whether it be a letter of intent, an MOU, or formal partnership agreement.”

after demo day

fixed fees on seed funding rounds

Following demo day, Kindrik Partners is available to the cohort companies to assist them with their first institutional funding rounds. To bring more transparency to the market around legal costs, Kindrik Partners offers fixed fees for institutional seed funding rounds and some associated projects, such as ESOPs.

“We want to help founders understand the terms on which they are raising their first formal funding, to help them close the deal as efficiently as possible, and of course to ensure they are getting market terms.  Providing fixed fees removes one of the biggest obstacles to start-ups engaging counsel during the funding process, i.e. concerns around creeping costs and their lawyers running the clock on each call or email query”, partner Chris Wilson says.

final words

The mentorship and guidance given to the startups has been highly valued by founders in the accelerator programme.

“It’s been a hard time to run a tourism accelerator during the coronavirus pandemic – it’s no surprise that we are the hardest hit. But we’ve noticed that many of our industry partners have stepped up and focused on innovation to give them a competitive edge when the industry recovers.”

“Having Kindrik Partners on hand to assist has been truly valuable throughout the course of the programme as our founders navigate the new normal.”

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c88

Fintech startups are the next big thing in the Southeast Asian tech scene. Kindrik Partners client C88 (formerly Compare88) is racing ahead of the pack after securing the backing of high-profile VC investors including Telstra Ventures.

C88 provides online financial services price comparison tools, helping consumers to compare the offers of major brands for products such as credit cards, personal loans, mortgages, vehicle loans, savings accounts and insurance. The company also offers a brokerage service, enabling consumers to purchase products directly on the C88 platform – for which C88 has secured relevant financial services licences through Southeast Asia.

Founder and CEO, J.P. Ellis, talked to us about the company’s background, its most recent series B financing round, and how they have found working with Kindrik Partners.

the c88 story

Prior to C88, founders Karl Knoflach and J.P. worked in private equity, finance, operations and leadership. The C88 senior team also consists of Gary Empl, a professional software developer with over two decades of experience leading teams in the creation of cutting-edge software in the financial services industry. Karl and Gary were part of the original founding team of einsurance.de in Munich in 1999 – a revolutionary company in the German insurance space which later became Check24.de, the German market-leader.

C88’s commercial teams in Indonesia, the Philippines and other markets are made up of senior bankers, insurance executives and sales operators with many years of experience in financial products sales and distribution. This experience, and the networks that senior team members bring, is crucial to C88 maintaining its market leader position.

J.P. notes that the Southeast Asian economy’s migration to digital begin with communities moving online for social needs. This was followed by online purchasing of physical goods, usually electronics and clothes, then travel bookings, followed more recently by financial services. This migration began in earnest in 2009, and by 2011 there were already major e-commerce providers. Online channel emerged in the insurance vertical in 2013, and C88 followed quickly releasing its platform in 2014.

J.P. observes that high traffic digital marketplaces, such as C88’s CekAja.com brand in Indonesia and eCompareMo.com brand in the Philippines, benefit consumers as well as underwriters. C88 can use its volume to create pricing efficiency for their customers. That volume also reduces the overall cost of acquisition for underwriters. Prior to the emergence of financial services e-commerce, banks and insurers basically only had two options for sales in the large markets of Southeast Asia: branches or physical agents. Digital sales through C88’s platform provides a highly cost-effective alternative.

challenges

Southeast Asia remains highly fragmented. Operating a multi-jurisdictional structure that is attractive to both consumers and providers, while keeping national regulators on-side, is challenging.

The company also faces the challenge of creating a common culture across national teams. Incentivising teams in different verticals and across countries to work together to solve problems creatively is an ever-evolving process of creative leadership and problem solving.

J.P adds that fortunately, C88’s team are multi-lingual and truly love what they do. It is not at all uncommon for them to log long hours during the week and weekends, because they genuinely enjoy what they do in building systems and solving problems for consumers in the region.

working with Kindrik Partners

As well as advising C88 on its venture capital financing rounds, Kindrik Partners’s Lee Bagshaw and Chris Wilson have helped C88 implement a variety of business critical structures including inter-company, cross-border licensing agreements and intellectual property documentation.

J.P says that Kindrik Partners provided high-quality and competitively-priced legal services in the critical areas of C88’s business. J.P. particularly appreciated the level of support he received when negotiating and completing the company’s recent Series B round led by Telstra Ventures – he says that the Kindrik Partners team know venture capital deals inside out, and made the negotiation of the financing documentation a breeze.

Kindrik Partners looks forward to helping C88 to continue its journey to become a leading fintech player in Southeast Asia and beyond.

Explore C88.

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

mclinica-simmonds-stewart-client

mclinica

mClinica is a Singapore-headquartered health-tech company which provides data, analytics, and patient engagement tools for healthcare organisations in Southeast Asia. In 2017, mClinica closed a USD$6.3million series A financing round, with Kindrik Partners advising the company.

Founder and CEO Farouk Meralli talked to us about mClinica’s journey to date and working with Kindrik Partners.

the mClinica story

Whilst working for multinational pharmaceutical companies, Farouk identified issues in the healthcare sector in emerging markets. Pharmaceutical companies and public sector entities (NGOs and governments) lack access to consolidated data that similar companies in developed markets have. This is particularly so in Southeast Asia where pharmacies are mainly independent owner-operated businesses rather than the large branded chains that you see in established markets.

This led Farouk to start mClinica to connect pharmacies on a common mobile platform. The company launched in the Philippines in 2013, and has since expanded to Indonesia, Vietnam, Thailand and Malaysia.  By the end of 2017, mClinica had connected over 60,000 pharmacy professionals and 12,000 pharmacies on a single digital platform. This platform now addresses several challenges in healthcare including education and engagement of pharmacy professionals, pharmacy-driven patient programs, and last-mile data.

Farouk recently received the Public Health Innovator Award from Harvard University for his work with mClinica, and was the youngest ever recipient of the award.

challenges

Due to the fragmented nature of the healthcare industry in Southeast Asia, developing mClinica’s products was no easy feat. Farouk had to recruit healthcare professionals who also had expertise in mobile technology, engage with lots of government agencies and regulators, and develop products that were flexible enough to work in different health contexts. However, Farouk’s patience and vision has paid off, with its pharmacy network now reaching approximately 80 million patients per month.

The business has also been through some financing rounds and other corporate transactions along the way, which Farouk admits can be a big distraction from the day job of growing the business – like all entrepreneurs, he just wants to focus on solving real problems for end users.

raising a series A round

mClinica’s series A round was led by Silicon Valley fund, Patamar Capital (formerly Unitus Impact), and joined by UK based Global Innovation Fund, MDI Ventures, and Endeavor Catalyst. Existing investors also took part in the investment round.

The cap raise was to help mClinica grow faster and enter more markets across Southeast Asia.  By 2017, mClinica had a good profile in the regional tech and healthcare scene, and was known to investors.  The company therefore had the luxury of picking investors that had knowledge of the healthcare space and would offer the best long-term strategic value.

In the end, mClinica was able to secure investment from well-known international investors, all of whom believed in the vision of transforming healthcare in Asia. A term sheet followed, and once a lead investor was committed, was agreed fairly quickly.

Farouk described an important aspect of the transaction was discussing the term sheet openly with all interested parties from the outset. This included existing seed investors who required careful management to avoid roadblocks later in the deal process.

working with Kindrik Partners

mClinica has worked with Lee Bagshaw since the incorporation of the business, including advising on seed funding deals with Kickstart Ventures, Spiral Ventures (formerly IMJ Investment Partners) and 500 Startups. Kindrik Partners has helped the company with other corporate and commercial matters, aside from the series A deal.

Farouk says: I believe mClinica was one of Lee’s first clients in Southeast Asia. Therefore to some extent we’ve been on the journey together in what is an exciting but challenging digital market. We feel like we’re in safe hands with Kindrik Partners. The team is very easy to work with and their VC transaction experience is second to none.

what’s next?

Since completing its series A financing, mClinica has continued to expand its pharmaceutical network, work on product development and grow its team. Right now, the focus is still on Southeast Asia, but mClinica’s products are also suited to many other developing countries worldwide.

As a transformative health-tech company operating in emerging economies, we’re proud to have been a part of Farouk’s journey to date.  The digital economy in Southeast Asia will play a great role in improving healthcare delivery over the next decade and mClinica is leading the way.

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