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General Counsel Employment Agreement
"I need a General Counsel Employment Agreement for a Toronto-based technology startup, emphasizing equity compensation and flexibility for the counsel to maintain a part-time teaching position at a local law school, with the employment to commence March 1, 2025."
1. Parties: Identification of the employer company and the General Counsel employee
2. Background: Context of the appointment and brief description of the role
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Official appointment, position title, and term of employment (fixed or indefinite)
5. Duties and Responsibilities: Detailed description of the General Counsel's role, reporting structure, and key responsibilities
6. Professional Obligations: Requirements to maintain legal licensing, professional insurance, and compliance with legal practice regulations
7. Compensation: Base salary, bonus structure, and review mechanisms
8. Benefits and Perquisites: Health benefits, insurance, vacation, and executive perquisites
9. Confidentiality: Obligations regarding company information and client privilege
10. Intellectual Property: Ownership of work product and innovations
11. Conflicts of Interest: Restrictions and disclosure requirements regarding potential conflicts
12. Termination: Grounds for termination, notice periods, and consequences
13. Post-Employment Obligations: Non-competition, non-solicitation, and ongoing confidentiality requirements
14. Governing Law: Applicable law and jurisdiction
15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Equity Compensation: Details of stock options or other equity-based compensation, used when equity is part of the compensation package
2. International Travel: Terms regarding international travel and foreign office responsibilities, included for multinational companies
3. Change of Control: Provisions addressing rights and obligations in case of company sale or merger
4. Legal Practice Management: Specific provisions regarding management of internal/external counsel, included when overseeing legal department
5. Remote Work: Terms and conditions for remote work arrangements
6. Board Position: Terms regarding appointment to company board or subsidiary boards, if applicable
7. Indemnification: Additional indemnification provisions beyond standard D&O coverage
1. Schedule A - Compensation Details: Detailed breakdown of salary, bonus structure, and other financial terms
2. Schedule B - Benefits Summary: Comprehensive list of benefits and perquisites
3. Schedule C - Position Description: Detailed job description and responsibilities
4. Schedule D - Approved Outside Activities: List of pre-approved board positions, teaching roles, or other professional activities
5. Appendix 1 - Confidentiality Agreement: Detailed confidentiality terms and procedures
6. Appendix 2 - Equity Plan Terms: Details of any equity compensation plan participation
7. Appendix 3 - Company Policies: Key company policies applicable to the position
Authors
Applicable Law
Board
Cause
Change of Control
Company
Competitive Business
Confidential Information
Disability
Effective Date
Employee
Employment Period
Good Reason
Intellectual Property Rights
Law Society
Legal Department
Legal Professional Privilege
Material Client
Notice
Outside Activities
Person
Personal Information
Position
Professional Duties
Professional Insurance
Professional Rules of Conduct
Related Entities
Restricted Period
Services
Termination Date
Territory
Work Product
Base Salary
Bonus
Benefits
Client
Conflict of Interest
Corporate Opportunity
Executive Leadership Team
Fiscal Year
Governing Body
Group Company
Material Breach
Professional Standards
Subsidiary
Term
Duties and Responsibilities
Professional Obligations
Compensation
Bonus
Benefits
Equity Participation
Working Hours
Location
Vacation
Professional Development
Bar Membership
Professional Insurance
Reporting Structure
Performance Review
Confidentiality
Legal Professional Privilege
Intellectual Property
Conflict of Interest
Outside Activities
Non-Competition
Non-Solicitation
Non-Disparagement
Termination
Notice Period
Severance
Change of Control
Garden Leave
Return of Property
Continuing Obligations
Legal Department Management
Board Service
Professional Indemnification
Expenses
Representations and Warranties
Force Majeure
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Notices
Data Protection
Insurance
Regulatory Compliance
Financial Services
Technology
Manufacturing
Healthcare
Energy
Telecommunications
Real Estate
Retail
Mining
Transportation
Professional Services
Entertainment
Education
Construction
Pharmaceuticals
Legal
Executive Leadership
Corporate Governance
Compliance
Risk Management
Human Resources
Corporate Affairs
Board of Directors
Company Secretariat
General Counsel
Chief Legal Officer
Executive Vice President - Legal
Senior Vice President - Legal
Head of Legal
Corporate Secretary
Legal Director
Chief Legal and Compliance Officer
General Counsel and Corporate Secretary
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