In the Name of God
Article 1- Definitions
- “Razi Technology Incubator”: Hereinafter called “Center” briefly, and provides supportive services for entrepreneurs by creating and developing new businesses according to the Articles of Association of the center in the form of newly-build units with knowledge- and technology-based economic goals.
- “Technology Incubator’s Council”: Hereinafter called “Council” and it shall be formed based on Articles 10 and 11 of Articles of Association of Center.
- “Technological Unit”: It is a name for all the units work under coverage of Center, including elementary incubator units, incubator units, academic technological teams and R&D units affiliated to industry of Technological Units in line with economic goals based on knowledge and technology.
- Elementary Incubator:The working plan and schedule of Technological Unit shall be stabled and completed at this stage by support of Center, and Technological Unit could be registered in the form of a company or an institute with an independent legal entity.
- Incubator Center: Technological Unit at this stage could obtain its thorough capability to enter a comparative market and to continue its independent life as a knowledge-based economic foundation by support of Center.
Chapter One: Admission & Establishment of Technological Units
Article 2- General Conditions of Admission & Establishment of Technological Units
2-1. All Technological Units should be qualified to be admitted as follows:
2-1-1. Benefitting a working plan based on knowledge and technology, and economic justification
2-1-2. Introducing working colleagues in proportionate with the plan
2-1-3. Presenting working plan with a specific working time schedule
Note: After being qualified based on the provisions of paragraph 2-1, the application for establishment in the Center could be reviewed.
2-2. The plans could be admitted based on the requirement of the country and Razi Institute, and priority of admitting and establishing Technological Units in Center shall be as follows:
2-2-1. Working plans based on knowledge and technology which has some aspects other than commercial or educational aspect.
2-2-2. The plans having a strong economic justification and a good market.
2-2-3. The plans located in modern and advanced technological area or within interdisciplinary framework.
2-3. Application for admission and establishment in Center could be reviewed provided that the following documents are submitted completely:
2-3-1. Completed worksheet of admission and establishment
2-3-2. A descriptive plan including research background of technological idea, economic justification of plan, description of working plan and introducing team of colleagues
2-3-3. Documents of team of colleagues (including founders, coworkers and consultants) consisting of resume, educational and occupational documents, copy of birth certificate and national ID card
2-3-4. If required, documents of company’s registration, minutes of meeting of establishment of company, patent license, certificates or permissions related to subject of plan
2-4. Priority of admission shall be allocated to the Technological Units which:
- At least one of the positions of Managing Director, Chairman of Board of Directors or Founding Shareholders is a Faculty Member of Razi Institute.
- Faculty members of Institute are shareholders.
2-5. After completing the file in Admission Section of Center, application for establishment in Center, application for extending duration of establishment and any other changes or promotion of type of Technological Unit shall be sent to Council of center for final verification after approval of Center’s Director. Ordinary sessions of Council shall be held monthly and extraordinary sessions will be held at the request of each ember and approval of Chairperson of Council. The sessions shall be considered valid by presence of two third of members and decisions of Council shall be binding and effective if agreed by half of the present members plus one person.
Article 3- Particular Conditions for Admission & Establishment of Technological Units
3-1. Particular Conditions for Elementary Incubator Stage: Besides general qualifications mentioned in Article 2, the following conditions should be regarded for admission and establishment of Technological Units in the Elementary Incubator Stage:
3-1-1. The working team should be consisted of at least two members with sufficient specialty in the area of work.
3-1-2. Development and execution of the proposed working plan shall require admission and establishment in Center, and it was not developed enough to work independent of Center’s support, unless Center’s Council may adopt another decision considering requirements of Center and Technological Units.
3-1-3. Elementary Incubator stage may take six months which can be extended for at most another three months by agreement of Head of Center and approval of Council.
3-2. Particular Conditions of Incubator Stage: Besides general qualifications mentioned in Article 2, the following conditions should be regarded for admission and establishment of Technological Units in the Incubator Stage:
3-2-1. Technological Units should pass Elementary Incubator stage (except the cases benefitted all general and particular conditions for admission and establishment in Incubator Stage, based on Center’s discretion)
3-2-2. Technological Unit may have an independent legal entity.
3-2-3. Tangible achievements in developing working plan, colleague groups and executive plan are approved.
3-2-4. Potential capability of Technological Units in finding market in proportionate with working plan are justified documentary.
3-2-5. Incubator stage may take three years which can be extended for at most another two years in the case of suggestion of Head of Center and approval of Council.
Note 1: Instruction for admission and establishment in Center shall be provided by Head of Center and presented to Council for final approval.
Note 2: Provisional Technological Units which could be graduated prematurely may benefitted an incentive package that will be granted to them by suggestion of Head of Center and final approval of Council.
Chapter Two: Requirements of Establishment of Technological Units
Article 4- Obligations of Technological Units
4-1. Technological Units shall be obliged:
4-1-1. To observe all current regulations of the country, Articles of Association, by-laws and other rules and regulations of Center, standards, technical terms and safety points in all its activities, and to perform its contractual obligations against Center, third parties and other Technological Units.
4-1-2. To pay price of contracts and other relevant expenses punctually.
4-1-3. To observe physical and intellectual rights of Center, third parties and other Technological Units.
4-1-4. To have cooperation constantly and comprehensively for execution of policies and decisions adopted by Center about inspection, evaluation and protecting the units, and to submit the reports and documents required by Center within the due time.
4-1-5. To attend all training courses and obligatory meetings of Center.
4-2. Without prior permission of Center, Technological Units shall never be entitled:
4-2-1. To convey their own units or its facilities and accessories to others or to submit to others.
4-2-2. To make any changes in public areas and the allocated building.
4-2-3. To act out of framework of its ratified plan and relevant contracts.
4-3. To support Technological Units intellectually, Center will grant permission to Technological Units located in Center to make use of credibility of Center’s name with the following terms and conditions:
4-3-1. Correspondences, communication and transactions of Technological Units shall explicitly define explain that the Unit is located in Center while it is completely independent, and no third party may imagine that he is party to the contract of Center.
4-3-2. Considering 4-3-1, Technological Units shall be entitled to make use of title of “Technological Units of Razi Technology Incubator” as well as emblem of Center in their letterheads and documents. Manager of Center shall be authorized to limit or prohibit application of name and emblem of Center for all or some of Technological Units after approval of Council and considering type of activity of Units.
4-3-3. It is authorized to insert name and emblem of Center on products of Technological Units and also to introduce services and processes presented by Units with name and emblem of Center if quality and standards of the said products or services and processes are certified by Center.
4-4. After graduation, Technological Units shall be authorized to make use of emblem and name of Center in the case of coordination and conclusion of an agreement with Director of Center.
Note: Instruction of employing physical and intellectual rights and ownership (Institute & Center) shall be prepared by Head of Center and sent to Council for final approval.
4-5. Technological Units shall act based on working plan and proposed program. Any required changes in working plan, proposed program or group of colleagues shall be done with prior permission of Center.
4-6. Center shall perform required action within current facilities for physical protection, security and tranquility of Units; however, Technological Units shall be responsible for protecting their assets, documents and information and should take required protecting actions and get insured their premises, facilities, information and activities, based on their own discretion and responsibility.
Note: Required coordination should be considered in the case of presence and working of Technological Units in Institute out of working hours.
4-7. All conditions and provisions of contracts for admitting and establishing as well as contracts for presenting services shall be binding for both parties, and they shall be considered as the main criterion for interactions and determining scope of powers and obligations of Center and Technological Units.
Article 5- Inspection & Evaluation of Technological Units
5-1. To obtain the following goals, Center shall take action for inspection and evaluation of Technological Units:
5-1-1. To be ensured of developing procedure of working plan of Technological Units
5-1-2. To determine development level and success of Technological Units in completing working group and promoting working plan
5-1-3. To improve and develop mechanism of conducting, managing and supporting Technological Units
5-2. To evaluate qualitative and quantitative development and inspection on performance of Technological Units regarding autonomy and self-reliance. Evaluation shall be scheduling and based on general and equal criterions in identical conditions.
5-3. Technological Units shall be evaluated based on the criterions mentioned in the worksheet approved by Expert Team of Center which are specified by suggestion of Director of Center and order of Head of Institute.
5-4. Technological Units shall be inspected in the following cases:
5-4-1. Inspecting on proper performance of working plan and specified policies
5-4-2. Inspecting on manpower and quality of products, processes and services
5-4-3. Reviewing periodic reports of Technological Unit
5-4-4. Inspecting frequently on successful graduation of Technological Unit
5-5. Results of inspection and evaluation of Technological Units shall be a main basis for determining type and level of services in the next courses, and decisions making about establishment, conditional establishment or leaving Center as well as calculating amount of reimbursement of financial supports and any other kind of transaction between Center and Technological Unit shall be implemented based on these results.
Note: Technological Unit shall be obliged to cooperate with higher inspecting authorities (Ministry or Scientific-Technological Deputy of Presidency).
Chapter Three: Supporting Technological Units
Article 6- Non-Financial Facilities
6-1. Center shall present supporting services to Technological Units based on regulations and within facilities and ratified credits. Some of these services include:
6-1-1. Submitting a location together with required equipment, conference and meeting room
6-1-2. Facilitating specialized training and consultation
6-1-3. Facilitating relationships of Technological Units and internal specialists of Institute and other centers and authorities out of Institute
6-1-4. Facilitating applying research, laboratory, workshop facilities and welfare services existed in Institute
6-1-5. Facilitating availability of specialized manpower inside Institute
6-1-6. Presenting information, advertisement and exhibition services
6-1-7. Maintaining general security and tranquility of units and public area of Center
6-1-8. Presenting consultation in the area of intellectual ownership rights to established units
Note: All supports mentioned in the By-Law shall be done based on requirement announced by the Unit and after conclusion of contract with Director of Center.
Article 7- Financial Credits
7-1. Maximum financial credit shall be determined and announced in Elementary Incubator stage and Incubator stage annually and after approval of Council of Center.
7-2. Amount of financial credit shall be allocated and determined for each unit considering paragraph 7-1 and based on discretion of Council of Center after conclusion of contract for granting financial credit with Technological Unit.
7-3. To receive financial credit in Elementary Incubator and Incubator stages, Technological Unit shall submit promissory notes with equal value of allocated credit.
7-4. Financial credits shall be reimbursed lump sum at the end of each stage, in such a way that all the credits received by each Technological Unit shall be reimbursed and settled completely at the end of each stage. If the stage is extended, no extra credit could be granted to the Technological Unit, but date of reimbursement will be extended for the same duration.
7-6. By signing contract of financial credit, Technological Units shall empower plenipotentiary Representative Center irrevocably to collect the submitted guarantees without any formalities in the case of their failure in reimbursing sum of credit.
Note: Instruction of granting facilities and credit services shall be prepared by Head of Center and presented to Council for final approval.
Chapter Four: Leaving & Settlement of Technological Units
Article 8- Leaving Center
8-1. Establishment of Technological Units shall be terminated in one of the following ways:
8-1-1. When the determined time for establishment, based on type of stage is terminated.
8-1-2. If Technological Unit deems to quit its establishment in Center and Director of Center approved its early departure.
8-1-3. If Technological Unit could reach developing elements and it is not required for it to be established in Center to continue its economic life.
8-1-4. If Technological Unit does not observe regulations of Articles of Association and By-Laws of Center and other legal duties and contractual obligations, Center shall announce cancelation of establishment contract unilaterally without any formalities through a written notice.
8-1-5. If Technological Unit fails to observe professional morale, or has no attention or coordination with policies or decisions of Center or Institute, Center shall announce cancelation of establishment contract unilaterally without any formalities through a written notice.
8-1-6. If early departure of Technological Unit could be justified based on results of inspection and evaluation, Center shall announce cancelation of establishment contract unilaterally without any formalities through a written notice.
8-2. Performance of founders, members, colleagues, representatives and consultants of Technological Unit shall be considered as performance of Technological Unit itself.
Article 9- Settlement of Accounts
9-1. By announcing termination of establishment term through one of the methods mentioned in Article 8, Technological Unit shall be obliged to deliver place of establishment and all the facilities and equipment immediately and faultlessly, and all occurred damages shall be compensated based on current price and Center’s discretion.
9-2. By signing establishment contract, Technological Unit empowers Center as its absolute representative irrevocably to collect the submitted security without any formalities, if regulations of this By-Law are not observed by Technological Unit.
The present By-Law was discussed in Council on Sept. 22, 2014 and Nov. 24, 2014, and approved by majority of votes for immediate execution.