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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."
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
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
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
Agreement
Board
Business Day
Cause
Change of Control
Company
Company Group
Competitor
Confidential Information
Disability
Effective Date
Good Reason
Intellectual Property Rights
Key Performance Indicators
Notice
Parent Company
Performance Bonus
Permanent Disability
Prohibited Activities
Restricted Period
Retention Bonus
Services
Share Options
Termination Date
Territory
Trade Secrets
Unauthorized Acts
Work Product
Year of Service
Material Breach
Gross Misconduct
Performance Metrics
Proprietary Information
Restrictive Covenants
Stock Option Plan
Subsidiary
Term
Vesting Date
Vesting Schedule
Duration and Term
Duties and Responsibilities
Remuneration
Performance Bonus
Retention Bonus
Stock Options
Benefits
Expenses
Working Hours
Location
Reporting Structure
Performance Review
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Non-Disparagement
Data Protection
Change of Control
Termination
Garden Leave
Post-Termination Restrictions
Return of Property
Severance
Force Majeure
Assignment
Variation
Waiver
Severability
Entire Agreement
Notices
Governing Law
Dispute Resolution
Third Party Rights
Good Faith
Survival
Amendment
Counterparts
Compliance with Laws
Technology
Financial Services
Healthcare
Manufacturing
Professional Services
Telecommunications
Real Estate Development
Energy
Mining
Pharmaceuticals
Education
retail
Construction
Agricultural Business
Maritime Industry
Executive Leadership
Research and Development
Sales
Technology
Operations
Finance
Legal
Product Development
Business Development
Strategy
Investment
Medical Affairs
Engineering
Data Science
Client Services
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
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