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1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Services: Detailed description of services to be provided
5. Equity Compensation: Details of share allocation, vesting terms, and conditions
6. Term and Termination: Duration and termination provisions
7. Confidentiality: Protection of sensitive information
1. Non-Competition: Restrictions on competitive activities - include when protecting company interests from direct competition
2. Intellectual Property: IP ownership and transfer provisions - include when services involve creation of IP
3. Tax Indemnity: Tax-related protections and obligations - include when tax implications need specific addressing
1. Service Specification: Detailed breakdown of services to be provided
2. Vesting Schedule: Timeline and conditions for equity vesting
3. Share Rights: Specific rights attached to the shares being issued
4. Companies House Forms: Required statutory forms for share issuance
5. Existing Shareholders' Agreement: Reference to or extract of relevant provisions
Commencement Date
Completion
Services
Service Provider
Company
Shares
Equity Interest
Share Capital
Ordinary Shares
Vesting Date
Vesting Period
Vesting Schedule
Fair Market Value
Deliverables
Service Level
Service Period
Milestones
Performance Criteria
Quality Standards
Board
Directors
Articles of Association
Business Day
Group Company
Shareholders' Agreement
Intellectual Property Rights
Background IP
Created IP
Work Product
Confidential Information
Trade Secrets
Permitted Recipients
Restricted Period
Applicable Laws
Change of Control
Material Breach
Force Majeure Event
Encumbrance
Services Scope
Service Provider Obligations
Company Obligations
Term
Termination
Share Issuance
Vesting
Share Rights
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Share Transfer Restrictions
Performance Standards
Quality Requirements
Reporting
Service Levels
Acceptance Criteria
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Data Protection
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Notices
Assignment
Variation
Waiver
Severability
Entire Agreement
Governing Law
Dispute Resolution
Compliance with Laws
Anti-Corruption
Tax Matters
Companies House Requirements
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