The Independent Contractor Equity Agreement is utilized when companies in Singapore wish to engage external talent while offering equity as part of their compensation structure. This arrangement has become increasingly common in the startup ecosystem and growth companies seeking to conserve cash while attracting top talent. The document addresses key aspects including service scope, equity terms, vesting conditions, and maintaining clear independent contractor status under Singapore law. It's particularly relevant for companies looking to align contractor interests with business growth while maintaining compliance with Singapore's corporate and securities regulations.
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1. Parties: Identification of the company and the independent contractor
2. Background: Context of the agreement and relationship between parties
3. Definitions: Key terms used throughout the agreement
4. Services: Description of services to be provided by the contractor
5. Equity Compensation: Details of equity grant, including type, amount, and vesting schedule
6. Independent Contractor Status: Clear statement of independent contractor relationship and its implications
7. Term and Termination: Duration of the agreement and conditions for termination
8. Confidentiality: Protection of confidential information and trade secrets
9. Governing Law: Specification of Singapore law as governing law and jurisdiction
1. Non-Competition: Restrictions on competitive activities during and after the contract term
2. Assignment of IP: Transfer of intellectual property rights created during the service period
3. Tax Indemnity: Provisions regarding tax obligations and indemnifications
4. Change of Control: Provisions addressing company sale, merger, or other significant corporate changes
1. Schedule 1: Service Description: Detailed scope of services to be provided by the contractor
2. Schedule 2: Equity Terms: Detailed terms of equity grant, including vesting schedule and conditions
3. Schedule 3: Company Capitalization Table: Current company ownership structure and share distribution
4. Appendix A: Share Rights and Restrictions: Detailed description of share class rights, restrictions, and obligations
5. Appendix B: Shareholders' Agreement Terms: Relevant terms from existing shareholders' agreement applicable to the contractor
Relevant legal definitions
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