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Vesting Agreement Startup
"I need a Vesting Agreement Startup for our India-based technology company that implements a 4-year vesting schedule with a 1-year cliff for our three co-founders, with accelerated vesting provisions in case of acquisition."
1. Parties: Identifies the contracting parties - typically the company and the share recipient (employee/founder/advisor)
2. Background: Outlines the context of the agreement, including the company's structure and purpose of the vesting arrangement
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Grant of Shares/Options: Details the number and type of shares/options being granted and their nominal value
5. Vesting Schedule: Specifies the vesting period, milestones, and how shares vest over time
6. Vesting Conditions: Outlines the conditions that must be met for shares to vest, including continued engagement with the company
7. Rights and Restrictions: Details the rights attached to the shares and any restrictions on their transfer or sale
8. Termination Provisions: Describes what happens to vested and unvested shares upon various types of termination
9. Company's Right of First Refusal: Establishes the company's priority rights to purchase shares if the holder wishes to sell
10. Representations and Warranties: Standard declarations by both parties about their capacity and authority to enter the agreement
11. Confidentiality: Provisions protecting company confidential information
12. Governing Law and Jurisdiction: Specifies that Indian law governs the agreement and establishes jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Accelerated Vesting: Provisions for accelerated vesting in case of specific events like company sale or IPO
2. Lock-in Period: Additional restrictions on share transfers for a specified period, often required for key employees or founders
3. Tag-Along Rights: Gives the share recipient the right to join in a sale if other shareholders are selling
4. Drag-Along Rights: Allows majority shareholders to force minority shareholders to join in a sale
5. Special Rights for Founders: Additional provisions specific to founder vesting arrangements
6. International Tax Provisions: Special clauses for recipients subject to foreign tax jurisdictions
7. Dispute Resolution: Detailed arbitration or mediation procedures if preferred over court jurisdiction
8. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
1. Schedule 1 - Share Details: Detailed information about the shares/options including class, number, and nominal value
2. Schedule 2 - Vesting Schedule: Detailed breakdown of the vesting timeline and milestones
3. Schedule 3 - Deed of Adherence: Form of deed to be signed by the recipient accepting the terms of any shareholders' agreement
4. Schedule 4 - Company Capitalization Table: Current cap table showing all shareholders and their holdings
5. Schedule 5 - Taxation Worksheet: Details of tax implications and calculations for reference
6. Appendix A - Share Transfer Forms: Template forms for executing share transfers
7. Appendix B - Board Resolutions: Copies of relevant board resolutions approving the vesting arrangement
Authors
Applicable Law
Board
Cause
Change of Control
Cliff Period
Company
Competitor
Confidential Information
Director
Effective Date
Employee
Equity Shares
Exercise Period
Exercise Price
Fair Market Value
Founding Team
Good Leaver
Grant Date
IPO
Liquidation Event
Lock-in Period
Material Breach
Nominee
Notice
Option Pool
Parties
Performance Milestones
Recipient
Restricted Shares
SEBI
Service Provider
Share Capital
Shareholders Agreement
Shares
Strike Price
Termination Date
Transfer
Unvested Shares
Valuation
Vested Shares
Vesting Commencement Date
Vesting Period
Vesting Schedule
Grant of Shares
Vesting Schedule
Vesting Conditions
Transfer Restrictions
Right of First Refusal
Repurchase Rights
Termination Provisions
Accelerated Vesting
Tag-Along Rights
Drag-Along Rights
Exit Provisions
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property Rights
Representations and Warranties
Tax Compliance
Share Valuation
Dispute Resolution
Governing Law
Amendment and Modification
Notices
Assignment
Severability
Entire Agreement
Force Majeure
Indemnification
Shareholder Rights
Voting Rights
Dividend Rights
Lock-in Period
Regulatory Compliance
Board Matters
Reporting Requirements
Technology
E-commerce
Financial Technology
Healthcare Technology
Software Development
Biotechnology
Artificial Intelligence
Clean Technology
Education Technology
Digital Media
Consumer Internet
Enterprise Software
Mobile Applications
Retail Technology
Professional Services
Legal
Human Resources
Executive Leadership
Board of Directors
Corporate Governance
Finance
Company Secretarial
Compliance
Operations
CEO
Founder
Co-founder
CTO
CFO
Lead Developer
Senior Software Engineer
Product Manager
Technical Architect
Head of Operations
Chief Marketing Officer
VP of Sales
Director of Engineering
Senior Business Analyst
Head of HR
Legal Counsel
Company Secretary
Board Member
Advisory Board Member
Department Head
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