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Key Man Agreement
"I need a Key Man Agreement for our Toronto-based software company to protect against the potential loss of our CTO who holds critical intellectual property and client relationships, with an insurance coverage of $2 million and specific provisions for both death and permanent disability."
1. Parties: Identification of the Company and the Key Person
2. Background: Context of the agreement, explaining the Key Person's importance to the business and the purpose of the agreement
3. Definitions: Key terms used throughout the agreement including 'Key Person Event', 'Insurance Policy', 'Benefit Amount'
4. Insurance Policy Details: Specifications of the life insurance policy, including policy amount, premium payments, and ownership
5. Company Obligations: Company's responsibilities including premium payments, maintaining the policy, and notification requirements
6. Key Person Obligations: Key Person's duties including health examinations, cooperation with insurance requirements, and disclosure obligations
7. Trigger Events: Events that activate the agreement such as death, disability, or critical illness
8. Payment and Distribution: How and when insurance proceeds will be distributed
9. Termination: Circumstances under which the agreement terminates
10. General Provisions: Standard clauses including governing law, notices, amendments, and severability
1. Non-Compete Provisions: Used when the agreement includes restrictions on the Key Person's future employment or business activities
2. Confidentiality: Added when specific confidentiality obligations need to be outlined beyond standard employment agreements
3. Split Dollar Provisions: Included when the insurance benefits are to be shared between the company and the Key Person's beneficiaries
4. Disability Coverage: Added when the agreement includes provisions for temporary or permanent disability
5. Cross-Purchase Options: Used in cases where other shareholders have the option to purchase shares upon a trigger event
6. Tax Treatment: Detailed section on tax implications when specific tax planning is part of the arrangement
1. Insurance Policy Details: Copy or summary of the insurance policy terms and conditions
2. Beneficiary Designation: Formal designation of beneficiaries and their respective shares
3. Premium Payment Schedule: Schedule of premium payments including amounts and due dates
4. Valuation Method: If applicable, the method for calculating company/share value
5. Consent Forms: Required insurance and medical information release forms
Authors
Company
Key Person
Insurance Policy
Insurance Company
Policy Proceeds
Beneficiary
Key Person Event
Trigger Event
Disability
Total Disability
Permanent Disability
Death Benefit
Premium
Policy Owner
Insured
Business
Effective Date
Term
Notice
Termination Date
Material Change
Confidential Information
Personal Representative
Estate
Governing Law
Insurance Proceeds
Policy Term
Premium Payment Date
Successor
Premium Payment
Policy Ownership
Death Benefit
Disability Coverage
Beneficiary Designation
Company Obligations
Key Person Obligations
Trigger Events
Proceeds Distribution
Termination
Confidentiality
Non-Competition
Non-Solicitation
Medical Examination
Information Disclosure
Assignment
Amendment
Notices
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Survival
Tax Matters
Cooperation
Representations and Warranties
Technology
Financial Services
Professional Services
Manufacturing
Healthcare
Research & Development
Engineering
Construction
Retail
Energy
Mining
Biotechnology
Media & Entertainment
Executive Leadership
Research & Development
Product Development
Sales Leadership
Technical Architecture
Client Relations
Operations Management
Engineering Leadership
Chief Executive Officer
Chief Financial Officer
Chief Technology Officer
Managing Director
Technical Director
Lead Developer
Principal Scientist
Head of Research
Senior Partner
Executive Director
Chief Sales Officer
Chief Operating Officer
Founder
Key Account Manager
Principal Engineer
Head of Product Development
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