PRIVATE INVESTMENT & COMMERCIAL BENEFIT AGREEMENT
This Agreement (“Agreement”) is made on [DATE]
Effective Date: The date on which funds are credited to the Founder’s bank account.
1. PARTIES
1.1 Founder / Business Owner
Name: Sameer Agarwal
PAN: AGVPA****N
Address: C16, Nyati Serenity Enclave, Hadapsar Pune 411060
Bank Account: Kotak Mahindra Bank – Savings Account
Account Number: ****
Hereinafter referred to as the “Founder”.
1.2 Investor
Name: [INVESTOR FULL LEGAL NAME]
PAN: [INVESTOR PAN]
Address: [INVESTOR ADDRESS]
Hereinafter referred to as the “Investor”.
Founder and Investor may individually be referred to as a “Party” and collectively as the “Parties”.
2. BACKGROUND & INTENT
2.1 The Founder operates a fresh food business under the brand name “Kaiben” (the name may change at time of incorporation).
2.2 The Investor desires to support the business through a financial contribution and, in return, receive:
- Discount to future equity
- Product benefits
- Defined contractual protections
2.3 This Agreement does not immediately constitute an equity issuance, but provides priority entitlement upon future equity formation.
3. INVESTMENT AMOUNT & MODE
3.1 The Investor shall transfer a sum of ₹[AMOUNT IN NUMBERS & WORDS] (“Principal Amount”) directly to the Founder’s Kotak Mahindra Bank savings account.
3.2 The Agreement becomes legally active immediately upon receipt of funds in the Founder’s bank account.
3.3 No cash transactions shall be considered valid under this Agreement.
Updated investment offer Sheet is here.
| Silver | Gold | Diamond* | |
| Principal | 100000 | 200000 | 500000 |
| Interest Rate (%) | 7.3 | 7.5 | 7.7 |
| Term (Years) | 2 | 2 | 2 |
| Year | Plan A Balance | Plan B Balance | Plan C Balance |
| 2 | 115133 | 231125 | 579965 |
| Interest Earned | 15133 | 31125 | 79965 |
| * discounted Equity |
4. TERM & DURATION
4.1 The Agreement shall remain valid for 730 days (two years) from the Effective Date (“Term”).
4.2 Upon expiry of the Term, the Agreement shall automatically terminate, except for clauses that expressly survive termination.
5. LOCK-IN & NON-WITHDRAWAL
5.1 The Investor shall not withdraw, demand, or claim repayment of the Principal Amount during the entire Term of 730 days.
5.2 The Principal Amount shall be treated as locked-in capital support for the duration of this Agreement.
5.3 No interest, return, or guaranteed repayment is promised or implied during the Term.
6. PRIORITY EQUITY ENTITLEMENT
6.1 Upon the Founder floating, issuing, or formalizing equity in the business (private limited, LLP, or any other corporate structure), the Investor shall have priority entitlement to acquire 1% of the newly created equity.
6.2 “Priority entitlement” means:
- The Investor shall be offered the 1% equity before any third party
- On the same terms or better than those offered to others
- And or including a discount on the purchase
6.3 The exact valuation, structure, and documentation of such equity shall be determined at the time of incorporation or equity issuance.
6.4 This Agreement does not guarantee immediate shareholding and does not create shareholder rights until formal equity issuance.
7. PRODUCT BENEFIT – FREE DELIVERIES
7.1 During the Term, the Investor shall receive 0 deliveries of Kaiben’s 250 ml refill bottle, free of cost.
7.2 Deliveries shall be:
- Subject to availability
- Scheduled mutually
- Non-transferable
- Not redeemable for cash
7.3 No additional products or substitutions are implied unless agreed in writing.
8. NO MANAGEMENT OR CONTROL RIGHTS
8.1 The Investor shall have no operational, managerial, or decision-making authority in the business during the Term.
8.2 This Agreement does not create a partnership, joint venture, or employer-employee relationship.
9. CONFIDENTIALITY
9.1 The Investor shall keep all business information, recipes, pricing, suppliers, operations, and financial details strictly confidential.
9.2 This obligation survives termination of the Agreement.
10. RISK ACKNOWLEDGEMENT
10.1 The Investor acknowledges that:
- Food businesses involve operational and market risks
- The Principal Amount is not risk-free
- No assurance of profit or valuation is provided
11. TERMINATION
11.1 This Agreement shall automatically terminate after 730 days from the Effective Date.
11.2 Early termination may occur only by mutual written consent.
12. GOVERNING LAW & JURISDICTION
12.1 This Agreement shall be governed by the laws of India.
12.2 Courts of Pune shall have exclusive jurisdiction.
13. MISCELLANEOUS
- Amendments only in writing
- No oral modifications
- Severability applies
- This document constitutes the entire agreement
14. SIGNATURES
Founder
Signature: ___________________
Name:
Date:
Investor
Signature: ___________________
Name:
Date:
FAQs
- How will you grow demand for Kaiben ?
- Doctors who serve a specific community – in Mumbai. Target is 1000 customers @INR5k a month.
- What other options do you have?
- 1230pm livestream daily
- How will you increase production?
- A dedicated team that has been trained – is on standby
- What are immediate technology issues?
- What are upcoming challenges ?
- Finding a reliable CA to build the equity and shareholding structure
- Building a presence in Mumbai via a sales lead
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