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1. Parties: Identification of the Consultant and the Company, including full legal names and registered 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 'Services', 'Shares', 'Vesting Period', etc.
4. Appointment and Term: Formal appointment of the consultant and duration of the agreement
5. Services: Detailed description of consulting services to be provided
6. Equity Compensation: Details of equity grant, including number of shares, share type, and vesting schedule
7. Vesting Terms: Specific conditions and timeline for equity vesting
8. Consultant's Obligations: Key responsibilities, commitments, and performance standards
9. Company's Obligations: Company's commitments, including equity issuance and support
10. Representations and Warranties: Statements of fact and guarantees from both parties
11. Confidentiality: Protection of company information and trade secrets
12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and client/employee solicitation
13. Termination: Conditions and processes for ending the agreement
14. Effect of Termination: Consequences of termination on equity, obligations, and rights
15. General Provisions: Standard legal clauses including notices, amendments, governing law, etc.
1. Intellectual Property Rights: Detailed IP assignment and protection provisions, used when consulting involves creation of IP
2. Tax Matters: Specific tax handling and responsibilities, used when complex tax implications exist
3. Board Observer Rights: Rights to attend board meetings, used for strategic consultants
4. Performance Metrics: Specific KPIs and measurement criteria, used when equity vesting is performance-based
5. Insurance Requirements: Professional insurance obligations, used for high-risk consulting services
6. Dispute Resolution: Detailed arbitration or mediation procedures, used when standard court jurisdiction is not preferred
7. Data Protection: GDPR compliance provisions, used when personal data processing is involved
8. Force Majeure: Provisions for unforeseen circumstances, used in long-term consulting arrangements
1. Schedule 1 - Services Description: Detailed scope of work and deliverables
2. Schedule 2 - Equity Terms: Detailed terms of equity compensation including vesting schedule and share rights
3. Schedule 3 - Vesting Schedule: Detailed timeline and conditions for equity vesting
4. Schedule 4 - Performance Criteria: Specific metrics and targets for performance-based vesting
5. Schedule 5 - Company Information: Key company information including capital structure and existing shareholders
6. Appendix A - Share Certificate Template: Template for share certificates to be issued
7. Appendix B - Required Notices and Filings: List of necessary regulatory filings and notices under Maltese law
8. Appendix C - Prohibited Activities: Specific list of restricted activities under non-compete provisions
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