This Membership Agreement ("Agreement") is entered into by and between 99 Tartans Alumni Angels, a non-profit organization established for the benefit of the Carnegie Mellon University ("CMU") alumni community, and the undersigned member ("Member").
Sample agreement. This is a sample of the membership agreement provided for illustration only. It is not the final or binding version, and specific terms (including bracketed items and dates) are subject to change. The definitive agreement will be provided during the membership acceptance process.
For the purpose of this Agreement, "the Organization" includes:
The Member hereby certifies that they are an alumnus/alumna of Carnegie Mellon University or have another affiliation with the CMU community deemed acceptable by the Organization's Board of Directors, both current and former (the "Board").
The Member understands and acknowledges that:
99 Tartans Alumni Angels is a non-profit entity designed to facilitate the connection between CMU-affiliated investors and CMU-affiliated startups. It is also a mechanism to collect carried interest on exits that will be funneled to use that money in the CMU entrepreneurship community. The Organization is a forum for the presentation, discussion, and preliminary assessment of potential investment opportunities. The Organization may seek to raise funds through an annual membership fee or other means to support operations and communications of the NPO.
The Member expressly acknowledges and agrees that:
The Member acknowledges that membership does not guarantee the right or ability to invest in any opportunity. Any investment made by the Member is an independent, private transaction made by the Member, as described in the applicable Limited Partnership Agreement, Private Placement Memorandum, and other documents specific to the investment itself.
The Member is solely responsible for conducting their own comprehensive and thorough due diligence and evaluation of any potential investment opportunity. This responsibility includes, but is not limited to:
The Member acknowledges that investing in early-stage startups is highly risky, speculative, and illiquid. The Member is capable of bearing the economic risk of a complete loss of their entire investment principal.
In consideration of the privilege of membership and access to potential investment opportunities, the Member agrees to unconditionally release, waive, and discharge, and shall not bring any claim or action against, the Organization for any and all losses, damages, or liabilities arising out of or related to their membership, including but not limited to:
The Member hereby agrees to indemnify and hold harmless all the Organization from and against any and all claims, liabilities, costs, expenses (including, without limitation, reasonable attorney's fees), losses, and damages, whether direct or indirect, arising from or connected with but not limited to:
The Member agrees to preserve the confidentiality of all non-public information received through or from the Organization, including, without limitation, proprietary company data, financial projections, business plans, and internal discussions among Members.
The Member understands that by participating in the Organization, they may encounter information related to a private startup that may, upon its acquisition or merger, partnership, or interaction with a publicly-traded company, become Material Non-Public Information (MNPI).
Therefore, the Member agrees that they shall not:
Further, the Member agrees that they will:
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws principles.
Members acknowledge that the Organization spends significant time and resources building a network and sourcing investment opportunities with Target Companies. As a condition of membership and access to these proprietary opportunities, each Member agrees that they shall not, directly or indirectly, negotiate with or enter into any investment transaction with a Target Company introduced to them by the Organization without participating through the Organization's designated Special Purpose Vehicle (SPV).
An "introduction" is defined as any disclosure of a Target Company's identity, pitch deck, financials, or meeting invitation provided to the Member via the Organization portal, email list, or member events. This restriction shall apply to the Member and any affiliates, family members, or entities controlled by the Member for a period of [24 months] following the initial introduction.
If a Member wishes to invest in a Target Company outside of the Organization SPV (e.g., if the Member has a pre-existing relationship with the founder or wishes to lead a separate round), the following protocol must be observed:
Any Member found to be in violation of this Non-Circumvention clause may be subject to:
Members shall conduct themselves with the highest degree of professionalism and integrity during all the Organization's functions, whether in-person or virtual. This includes, but is not limited to, interactions with fellow Members, Board members, and founders of Target Companies.
The following behaviors are strictly prohibited and may result in the immediate termination of Membership without refund of any dues:
Members shall not record (audio or video) any pitch sessions or private member deliberations without express written consent from the Board and the presenting founder.
The Member acknowledges that 99 Tartans Alumni Angels is an independent 501(c)(3) non-profit organization. It is not a subsidiary, department, or legal affiliate of Carnegie Mellon University ("CMU").
The Member expressly agrees that CMU is not responsible for the management, oversight, or financial performance of the Organization or any specific investment opportunity presented. CMU shall have no liability for any losses, damages, or claims arising from the Member's participation in the Organization.
The Member acknowledges that the use of the Organization's name and any related imagery is intended to signify the shared alumni background of its members and does not imply an endorsement, sponsorship, or partnership by CMU.
The presentation of a Target Company by the Organization does not constitute an endorsement by Carnegie Mellon University or any of its academic departments (e.g., the Tepper School of Business).
By signing below, the Member acknowledges that they have read, understood, and agreed to all terms contained in this Membership Agreement, including but not limited to the mandatory Accredited Investor requirement and the waiver of liability of investment losses.
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