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Advisory Shares Agreement
"I need an Advisory Shares Agreement for our Toronto-based technology startup to engage a senior AI expert as an advisor, granting them 50,000 common shares vesting over 2 years with a 6-month cliff, including strict IP protection clauses and board observer rights."
1. Parties: Identification of the Company and the Advisor, including full legal names and addresses
2. Background: Context of the advisory relationship and purpose of the agreement
3. Definitions: Key terms used throughout the agreement, including 'Advisory Shares', 'Vesting Period', 'Services', etc.
4. Appointment and Services: Scope of advisory services to be provided and terms of appointment
5. Share Grant: Details of the advisory shares being granted, including number of shares, class, and any restrictions
6. Vesting Terms: Vesting schedule, conditions, and acceleration provisions if applicable
7. Advisor's Obligations: Specific duties, time commitment, and performance expectations
8. Representations and Warranties: Standard representations from both parties, including advisor's sophistication and company's authority to issue shares
9. Confidentiality: Protection of company confidential information
10. Intellectual Property: Ownership and assignment of IP created during the advisory relationship
11. Term and Termination: Duration of the agreement and grounds for termination
12. General Provisions: Standard boilerplate including governing law, notices, amendments, etc.
1. Non-Competition: Restrictions on advisor's involvement with competing businesses - include if advisor has access to sensitive competitive information
2. Non-Solicitation: Restrictions on soliciting company employees or customers - include if advisor has significant contact with key stakeholders
3. Tax Matters: Specific tax handling and responsibilities - include if complex tax implications exist or if advisor is non-resident
4. Board Observer Rights: Rights to attend board meetings - include if advisor is senior executive or industry expert
5. Expense Reimbursement: Terms for reimbursing advisor expenses - include if travel or other expenses are expected
6. Insurance and Indemnification: Coverage of advisor under company insurance - include if advisor role carries significant liability risk
1. Schedule A - Services Description: Detailed outline of advisory services to be provided
2. Schedule B - Share Vesting Schedule: Detailed vesting timeline and milestones
3. Schedule C - Share Rights and Restrictions: Detailed terms of the share class being issued
4. Appendix 1 - Accredited Investor Certificate: Certification of advisor's accredited investor status if required
5. Appendix 2 - IP Assignment Agreement: Detailed IP assignment terms and procedures
6. Appendix 3 - Share Transfer Restriction Agreement: Detailed share transfer restrictions and procedures
Authors
Technology
Biotechnology
Financial Services
Clean Energy
Healthcare
Manufacturing
Professional Services
E-commerce
Software Development
Consulting
Media and Entertainment
Real Estate
Education Technology
Artificial Intelligence
Legal
Human Resources
Finance
Corporate Governance
Executive Leadership
Board of Directors
Compensation
Corporate Development
CEO
Chief Legal Officer
Corporate Secretary
General Counsel
Board Member
Chief Financial Officer
VP of Human Resources
Legal Counsel
HR Director
Compensation Manager
Corporate Governance Manager
Equity Compensation Specialist
Industry Advisor
Technical Advisor
Strategic Advisor
Executive Advisor
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