The Advisory Shares Agreement is a crucial document for Philippine companies, particularly startups and growing businesses, seeking to engage experienced professionals as advisors while conserving cash resources. This agreement type is commonly used when companies want to align advisors' interests with long-term business success by offering equity compensation. The document must comply with Philippine corporate and securities laws, including the Revised Corporation Code and Securities Regulation Code. It typically includes detailed provisions on share vesting, advisory services scope, confidentiality, and intellectual property rights. The agreement is particularly relevant in the Philippine startup ecosystem where access to experienced advisors is vital for growth and development, and equity compensation is an attractive tool for securing top advisory talent.
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1. Parties: Identifies the company and the advisor, including their complete legal names and addresses
2. Background: Explains the context of the agreement, including the company's desire to engage the advisor and the advisor's qualifications
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Scope: Details the advisor's appointment, role, and scope of advisory services
5. Share Compensation: Specifies the number of shares, vesting schedule, and terms of share issuance
6. Vesting Terms: Details the vesting schedule, including cliff period, monthly/quarterly vesting, and acceleration events
7. Advisory Services: Outlines the specific services, time commitment, and deliverables expected from the advisor
8. Term and Termination: Specifies the duration of the agreement and circumstances for termination
9. Confidentiality: Establishes confidentiality obligations and protection of company information
10. Intellectual Property Rights: Addresses ownership of IP created during the advisory relationship
11. Representations and Warranties: Contains standard representations from both parties
12. Governing Law and Jurisdiction: Specifies Philippine law as governing law and defines jurisdiction for disputes
13. General Provisions: Includes standard boilerplate provisions like notices, amendments, and assignment
1. Non-Competition: Restricts advisor from competing activities - include when advisor has access to sensitive competitive information
2. Non-Solicitation: Prevents advisor from soliciting employees or customers - include for senior advisors
3. Board Observer Rights: Grants advisor right to attend board meetings - include for strategic advisors
4. Exit Rights: Specifies advisor's rights in case of company sale or IPO - include for long-term advisors
5. Dispute Resolution: Details mediation/arbitration procedures - include when parties prefer alternative dispute resolution
6. Tax Provisions: Addresses specific tax treatment and obligations - include when complex tax implications exist
1. Schedule A - Services Description: Detailed description of advisory services and deliverables
2. Schedule B - Vesting Schedule: Detailed breakdown of share vesting timeline and milestones
3. Schedule C - Share Details: Information about share class, rights, and restrictions
4. Schedule D - Advisor Details: Advisor's professional background, qualifications, and contact information
5. Appendix 1 - Share Transfer Form: Template for executing share transfers upon vesting
6. Appendix 2 - Confidentiality Agreement: Detailed confidentiality terms and requirements
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