The Advisory Shares Agreement is a crucial document for companies in Hong Kong seeking to engage experienced professionals as advisors while conserving cash resources. This agreement type is particularly valuable for startups and growth-stage companies looking to attract industry experts, experienced entrepreneurs, or strategic advisors by offering equity compensation instead of cash. The document, governed by Hong Kong law, typically includes detailed provisions on share vesting schedules, advisory responsibilities, confidentiality obligations, and intellectual property rights. It ensures compliance with Hong Kong's corporate and securities regulations while providing flexibility in structuring advisory relationships. Companies commonly use this agreement when they need specialized expertise but want to align the advisor's interests with long-term company success through equity ownership.
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1. Parties: Identifies the company and the advisor, including their full legal names and addresses
2. Background: Sets out 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 Term: Establishes the advisor's role, responsibilities, and the duration of the advisory relationship
5. Share Grant Terms: Details the number of shares, vesting schedule, and conditions for share issuance
6. Vesting Provisions: Specifies the vesting timeline, cliff period, and acceleration events if applicable
7. Services and Commitments: Outlines the specific advisory services to be provided and time commitments expected
8. Confidentiality: Defines confidential information and establishes obligations for its protection
9. Intellectual Property Rights: Addresses ownership and assignment of any IP created during the advisory relationship
10. Termination: Sets out circumstances and procedures for ending the agreement
11. Effect of Termination: Describes what happens to vested and unvested shares upon termination
12. General Provisions: Standard boilerplate clauses including governing law, notices, and amendment procedures
1. Tax Matters: Include when specific tax treatment needs to be addressed or when advisor is non-resident in Hong Kong
2. Board Observer Rights: Include when advisor is granted rights to attend board meetings
3. Non-Competition: Include when advisor has significant industry influence or access to sensitive information
4. Drag-Along and Tag-Along Rights: Include when advisor receives significant equity stake or when company anticipates future sale
5. Dispute Resolution: Include when parties prefer specific dispute resolution mechanisms like mediation or arbitration
6. Insurance and Indemnification: Include when advisor takes on significant responsibilities or potential liabilities
7. Multiple Jurisdictions: Include when advisor operates across different jurisdictions
1. Schedule 1: Services Description: Detailed description of advisory services and specific deliverables
2. Schedule 2: Share Vesting Schedule: Detailed breakdown of vesting dates and share quantities
3. Schedule 3: Company Information: Key company details including share capital structure and existing shareholders
4. Schedule 4: Deed of Adherence: Form of deed to be signed by advisor agreeing to company's shareholders agreement
5. Appendix A: Share Certificate Template: Template for share certificates to be issued upon vesting
6. Appendix B: Confidentiality Agreement: Detailed confidentiality terms and procedures
7. Appendix C: IP Assignment Form: Template for assigning any intellectual property created during advisory period
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