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Consulting For Equity Agreement
"I need a Consulting For Equity Agreement for my Nigerian tech startup, where we're bringing on a senior software architect as a consultant for 18 months starting March 2025, offering 2% equity vesting quarterly, with specific provisions for intellectual property rights in AI development."
1. Parties: Identification of the company and the consultant, including their full legal names and addresses
2. Background: Context of the agreement, including the company's business and the consultant's expertise
3. Definitions: Key terms used throughout the agreement, including technical, financial, and legal terminology
4. Scope of Services: Detailed description of consulting services to be provided
5. Term and Termination: Duration of the agreement and conditions for early termination
6. Equity Compensation: Details of equity grant, including type, amount, and vesting schedule
7. Vesting Terms: Specific conditions and timeline for equity vesting
8. Representations and Warranties: Statements of fact and assurances from both parties
9. Confidentiality: Protection of company and consultant confidential information
10. Intellectual Property Rights: Ownership and transfer of IP created during the engagement
11. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation
12. Compliance with Laws: Obligation to comply with Nigerian laws and regulations
13. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
14. General Provisions: Standard clauses including notices, amendments, and assignment
1. Performance Metrics: Specific metrics for measuring consultant's performance, used when equity vesting is tied to performance targets
2. Board Observer Rights: Rights to attend board meetings, included when consultant receives substantial equity
3. Tag-Along Rights: Right to join in sale of shares, relevant for significant equity stakes
4. Put/Call Options: Rights to sell back or purchase additional shares, used in specific strategic relationships
5. Insurance Requirements: Professional liability insurance requirements, important for high-risk consulting work
6. Export Control: Compliance with export regulations, needed for international consulting work
7. Force Majeure: Provisions for unforeseeable circumstances, particularly relevant in long-term engagements
1. Schedule A - Services Description: Detailed scope of consulting services and deliverables
2. Schedule B - Equity Structure: Detailed breakdown of equity compensation, including class of shares and voting rights
3. Schedule C - Vesting Schedule: Detailed timeline and conditions for equity vesting
4. Schedule D - Performance Criteria: Specific metrics and targets for performance-based vesting
5. Schedule E - Company Cap Table: Current capitalization table showing all shareholders
6. Appendix 1 - Share Transfer Forms: Required forms for equity transfers under Nigerian law
7. Appendix 2 - Shareholders' Agreement: Reference to or extract of relevant shareholders' agreement provisions
8. Appendix 3 - Corporate Approvals: Copies of board and shareholder resolutions approving the agreement
Authors
Affiliate
Board
Business Day
CAMA
Change of Control
Company
Confidential Information
Consultant
Consulting Services
Deliverables
Effective Date
Equity Compensation
Fair Market Value
Force Majeure Event
Fully Diluted Basis
Good Reason
Intellectual Property Rights
Law
Material Adverse Effect
Ordinary Shares
Party/Parties
Performance Criteria
Pre-Existing IP
Restricted Period
Securities Laws
Services
Share Certificate
Shareholders Agreement
Shares
Term
Territory
Trigger Event
Vesting Date
Vesting Period
Vesting Schedule
Work Product
CAC
Transfer
Quarter
Service Period
Termination Date
Cause
Competitor
Consideration
Corporate Governance Code
Project
Restricted Business
Share Capital
Appointment
Scope of Services
Consultant Obligations
Company Obligations
Equity Compensation
Vesting
Share Rights and Restrictions
Performance Requirements
Term
Termination
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Representations and Warranties
Independent Contractor Status
Tax Matters
Corporate Governance
Board Matters
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Information Rights
Compliance with Laws
Force Majeure
Indemnification
Insurance
Assignment
Notices
Amendments
Entire Agreement
Severability
Governing Law
Dispute Resolution
Costs
Third Party Rights
Counterparts
Data Protection
Anti-corruption
Export Control
Technology
Financial Services
Professional Services
Healthcare
E-commerce
Education Technology
Renewable Energy
Telecommunications
Manufacturing
Agricultural Technology
Digital Media
Construction
Real Estate
Business Consulting
Market Research
Legal
Finance
Human Resources
Corporate Secretariat
Executive Management
Business Development
Strategy
Operations
Compliance
Corporate Development
Chief Executive Officer
Chief Financial Officer
Corporate Counsel
Legal Director
Business Development Manager
Strategy Consultant
Technical Advisor
Management Consultant
Industry Expert
Chief Technology Officer
Operations Director
Startup Founder
Investment Manager
Company Secretary
HR Director
Finance Manager
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