Key Person Agreement Template for Philippines

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Key Requirements PROMPT example:

Key Person Agreement

"I need a Key Person Agreement for our newly appointed Chief Technology Officer for our Manila-based software company, including provisions for stock options vesting over 4 years starting March 2025, and specific clauses about IP protection for AI-related innovations."

Document background
The Key Person Agreement serves as a critical legal instrument in the Philippine business environment, designed to protect company interests while securing the services of essential employees. This document becomes necessary when organizations identify individuals whose skills, knowledge, or relationships are fundamental to business operations or success. The agreement typically includes detailed terms of employment, compensation packages, retention bonuses, restrictive covenants, and protection of confidential information, all structured within the framework of Philippine employment and corporate laws. It's particularly relevant in scenarios involving C-suite executives, technical experts, or individuals with unique expertise or client relationships. The document must comply with Philippine Labor Code requirements while balancing the interests of both the company and the key person.
Suggested Sections

1. Parties: Identification of the company and the key person, including their complete legal names and addresses

2. Background: Context of the agreement, including the key person's role and importance to the company

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Term: Details of the position, appointment date, and duration of the agreement

5. Duties and Responsibilities: Comprehensive outline of the key person's roles, duties, and performance expectations

6. Compensation and Benefits: Base salary, bonuses, equity arrangements, and other benefits

7. Retention Incentives: Specific incentives designed to retain the key person, including vesting schedules and conditions

8. Confidentiality: Obligations regarding confidential information and trade secrets

9. Intellectual Property: Assignment and protection of IP created during employment

10. Non-Competition: Restrictions on competing activities during and after employment

11. Termination: Grounds for termination and associated procedures

12. Post-Termination Obligations: Continuing obligations after the agreement ends

13. Governing Law: Specification of Philippine law as governing law and jurisdiction

14. Execution: Signature blocks and execution formalities

Optional Sections

1. Change of Control Provisions: Provisions addressing the key person's rights and obligations in case of company ownership changes

2. International Travel: Terms regarding international assignments or travel requirements

3. Stock Options: Detailed terms of any stock option or equity participation programs

4. Performance Metrics: Specific KPIs and performance evaluation criteria

5. Life and Disability Insurance: Special insurance provisions for the key person

6. Dispute Resolution: Alternative dispute resolution mechanisms like mediation or arbitration

7. Force Majeure: Provisions for extraordinary circumstances affecting performance

8. Family Benefits: Extended benefits covering family members

9. Retirement Provisions: Special arrangements for retirement scenarios

Suggested Schedules

1. Schedule A - Compensation Package: Detailed breakdown of all compensation components

2. Schedule B - Performance Bonus Calculation: Formula and metrics for calculating performance-based bonuses

3. Schedule C - Position Description: Detailed job description and responsibilities

4. Schedule D - Company Policies: Key company policies applicable to the key person

5. Schedule E - Equity Plan Details: Details of any share options or equity participation

6. Appendix 1 - Confidential Information: List of specific confidential information and trade secrets

7. Appendix 2 - Restricted Activities: Specific activities restricted under non-compete provisions

8. Appendix 3 - Benefits Summary: Comprehensive summary of all benefits and perquisites

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Professional Services

Telecommunications

Real Estate Development

Energy

Mining

Pharmaceuticals

Education

retail

Construction

Agricultural Business

Maritime Industry

Relevant Teams

Executive Leadership

Research and Development

Sales

Technology

Operations

Finance

Legal

Product Development

Business Development

Strategy

Investment

Medical Affairs

Engineering

Data Science

Client Services

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Technology Officer

Chief Operating Officer

Managing Director

Technical Director

Head of Research and Development

Principal Scientist

Lead Software Architect

Senior Vice President

Key Account Director

Principal Consultant

Head of Sales

Chief Medical Officer

Executive Chairman

Chief Investment Officer

Head of Strategy

Principal Engineer

Regional Director

Chief Marketing Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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