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Sweat Equity Operating Agreement
"I need a Sweat Equity Operating Agreement for our tech startup to bring on a senior developer who will work 20 hours per week in exchange for 5% equity vesting over 3 years, with IP protection clauses and California jurisdiction."
1. Parties: Identification of the LLC and service provider
2. Background: Context of the agreement and relationship between parties
3. Definitions: Key terms used throughout the agreement including Services, Equity Interest, Vesting Schedule
4. Services: Detailed description of services to be provided and service provider's obligations
5. Equity Compensation: Terms of equity grant, including amount, vesting schedule, and conditions
6. Representations and Warranties: Statements of fact and assurances by both parties
7. Term and Termination: Duration of agreement and conditions for termination
8. Governing Law: Applicable jurisdiction and dispute resolution procedures
1. Non-Compete and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/clients
2. Intellectual Property Rights: Provisions regarding ownership and transfer of IP created during service
3. Tax Matters: Specific tax treatment, obligations, and compliance requirements
4. Confidentiality: Protection of confidential information and trade secrets
1. Schedule A - Services Description: Detailed outline of services, deliverables, and performance metrics
2. Schedule B - Vesting Schedule: Detailed timeline and conditions for equity vesting
3. Schedule C - Valuation Method: Agreed methodology for valuing equity interests
4. Appendix 1 - Operating Agreement: Reference to or copy of the LLC Operating Agreement
Authors
Articles of Organization
Board of Managers
Capital Account
Company
Confidential Information
Effective Date
Equity Interest
Fair Market Value
Fully Diluted Basis
Initial Members
Intellectual Property Rights
LLC
Membership Interest
Operating Agreement
Percentage Interest
Service Provider
Services
Sweat Equity
Transfer
Units
Vesting Date
Vesting Period
Vesting Schedule
Voting Rights
Work Product
Cause
Good Reason
Change of Control
Cliff Period
Disability
Milestones
Profits Interest
Qualified IPO
Tag-Along Rights
Drag-Along Rights
Definitions
Services Description
Equity Grant
Vesting
Valuation
Representations and Warranties
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Voting Rights
Management Rights
Capital Contributions
Profit and Loss Allocation
Distribution Rights
Tax Matters
Term and Termination
Exit Provisions
Buy-Back Rights
Death and Disability
Force Majeure
Dispute Resolution
Governing Law
Amendment
Assignment
Severability
Entire Agreement
Notices
Counterparts
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