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Equity For Services Agreement
"I need an Equity For Services Agreement for my UAE-based technology startup to engage a senior software architect, offering 2% equity vesting over 3 years starting March 2025, with quarterly vesting and a one-year cliff period."
1. Parties: Identifies the contracting parties - typically the company issuing equity and the service provider
2. Background: Sets out the context of the agreement, including the company's need for services and the proposed equity compensation structure
3. Definitions: Defines key terms used throughout the agreement, including specific service-related terms and equity-related definitions
4. Services: Detailed description of the services to be provided, including scope, deliverables, and performance standards
5. Equity Compensation: Details of the equity to be issued, including amount, type of shares, and vesting schedule
6. Issuance and Transfer of Shares: Mechanics and process for issuing and transferring shares, including compliance with UAE Companies Law requirements
7. Representations and Warranties: Key statements and guarantees from both parties regarding their capacity, authority, and compliance
8. Service Provider's Obligations: Specific duties, commitments, and standards expected from the service provider
9. Company's Obligations: Company's commitments regarding equity issuance, support for services, and other obligations
10. Confidentiality: Provisions protecting confidential information exchanged during the service relationship
11. Intellectual Property: Ownership and rights regarding IP created during the service provision
12. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
13. Governing Law and Jurisdiction: Specifies UAE law as governing law and defines jurisdiction for dispute resolution
1. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/clients, optional based on service provider's role and access to sensitive information
2. Tag-Along Rights: Rights of the service provider to participate in future sale of shares, relevant for significant equity stakes
3. Drag-Along Rights: Company's right to force service provider to join in sale of shares, relevant for significant equity stakes
4. Board Representation: Rights to board representation, typically included only for substantial equity grants
5. Performance Metrics: Specific KPIs or metrics for service evaluation, needed when equity vesting is tied to performance
6. Dispute Resolution: Detailed dispute resolution procedures, optional if parties prefer to rely on standard court proceedings
7. Force Majeure: Provisions for unforeseen circumstances affecting service delivery, optional based on nature of services
1. Schedule 1 - Service Scope and Deliverables: Detailed breakdown of services to be provided and specific deliverables
2. Schedule 2 - Equity Vesting Schedule: Detailed timeline and conditions for equity vesting
3. Schedule 3 - Share Valuation Methodology: Agreed method for valuing shares for various purposes under the agreement
4. Schedule 4 - Performance Criteria: Specific metrics or KPIs for evaluating service performance
5. Schedule 5 - Form of Share Certificate: Template for share certificates to be issued
6. Appendix A - Company's Corporate Documents: Relevant corporate documents including articles of association and shareholder agreements
7. Appendix B - Required Regulatory Approvals: List of necessary regulatory approvals for share issuance and transfer
8. Appendix C - Service Provider's Qualifications: Documentation of service provider's relevant qualifications and experience
Authors
Applicable Law
Board
Business Day
Commercial Companies Law
Company
Completion Date
Confidential Information
Consideration Shares
Deliverables
Effective Date
Encumbrance
Equity Securities
Fair Market Value
Force Majeure Event
Governmental Authority
Intellectual Property Rights
Key Performance Indicators
Material Adverse Effect
Memorandum of Association
Milestone
Ordinary Shares
Performance Criteria
Related Party
Relevant Authority
Services
Service Commencement Date
Service Provider
Share Certificate
Shareholders
Shareholders' Agreement
Shares
Term
Territory
UAE
Unvested Shares
Valuation
Vested Shares
Vesting Date
Vesting Period
Vesting Schedule
Scope of Services
Service Standards
Equity Compensation
Share Issuance
Vesting
Performance Requirements
Share Valuation
Service Provider Obligations
Company Obligations
Representations and Warranties
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Data Protection
Force Majeure
Term and Duration
Termination
Consequences of Termination
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Board Representation
Shareholders' Rights
Regulatory Compliance
Anti-corruption
Notices
Assignment
Costs and Expenses
Dispute Resolution
Governing Law
Severability
Entire Agreement
Amendments
Waiver
Technology
Professional Services
Consulting
Financial Services
Real Estate
Healthcare
Education
E-commerce
Media and Entertainment
Manufacturing
Startups and Innovation
Legal
Finance
Human Resources
Corporate Governance
Executive Leadership
Board of Directors
Corporate Secretary
Compliance
Operations
CEO
Founder
Managing Director
Chief Financial Officer
Legal Counsel
Business Consultant
Technology Advisor
Strategic Advisor
Executive Director
Chief Technology Officer
Chief Operating Officer
Development Director
Senior Consultant
Project Manager
Technical Architect
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