ICC Model Contracts for Start-ups
ISBN: 978-92-842-0592-9
Entrepreneurs and their start-up ventures are drivers of today’s economy, and allow creators and businesspeople across the globe to share their innovative ideas with the world. But a great idea and enthusiastic partners are not enough—to create the best conditions for success, entrepreneurs need to ensure their businesses start off with a strong legal foundation. This package of foundational Model Contracts for Start-ups provides a set of balanced legal models that will save new companies time and legal costs when negotiating and drafting agreements with investors and employees. The package of model documents includes: Model Term Sheet, Model Shareholders Agreement, Model Directors Services/Management Agreement; Model Employment Agreement, Model Confidentiality Agreement and a checklist of issues to consider related to assignment and transfer of intellectual property rights. The models can be adapted to fit the particular circumstances of the transaction and will allow young businesses to engage legal counsel at a later stage in the process, to help finalize the contracts in accordance with local requirements, saving entrepreneurs precious time and money.
Code ISBN : 978-92-842-0592-9 Number of pages : 93 Publishing date : 2021 Language : English Format in cm : 21*29.7
Contents Foreword Introduction TERM SHEET Article 1 Subject matter of the Investment 2 The Parties 3 Business/Project/Use of proceeds 4 Purpose of the Term Sheet 5 Investment 6 Contractual Documentation 7 Governance and Management of the Company 8 Reserved Matters 9 Information Duties 10 Exit from the Company 11 Anti-Dilution 12 General Dividend Payout 13 Liquidation Preference 14 Key People 15 Lock-Up Period 16 Exclusivity 17 Time Schedule and Costs 18 Resolution of Disputes 19 Applicable Law Annex 1 Cap Table ICC MODEL SHAREHOLDERS AGREEMENT FOR START-UP COMPANIES Preamble Article 1 Definitions and Interpretation 2 Representations and Warranties 3 Investment 4 Incorporation and Articles of Association 5 Ownership and Share Retention 6 Transfer of Shares 7 Governance and Management of the Company 8 Dividend Policy 9 Termination & Liquidation of the Company 10 Term and Termination 11 Miscellaneous 12 Resolution of Disputes 13 Applicable Law 14 Authentic Text Annex 1 Cap Table 2 Articles of Association of the Company 3 Form of Deed of Adherence 4 ICC Confidentiality Clause 2016 5 Intellectual Property Rights and Works ICC MODEL DIRECTORS SERVICES/MANAGEMENT AGREEMENT Article 1 Purpose 2 Method of Providing Services 3 Compensation for Services Rendered 4 Term and Termination of the Agreement 5 Confidentiality 6 Post-Contractual Non-Competition Covenant 7 Assignment of Intellectual Property Rights 8 Notices 9 Assignment 10 Other Provisions 11 Resolution of Disputes 12 Applicable Law 13 Parties' Independence 14 Anti-Bribery and Anti-Corruption Annex 1 Fee to Be Paid to Consultant 2 ICC Confidentiality Clause 2016 3 ICC Anti-corruption Clause 2012 A. Option I: Incorporation by reference of Part I of the ICC Rules on Combating Corruption 2011 B. Option II: Incorporation in full of Part I of the ICC Rules on Combating Corruption 2011 C. Option III: Reference to a corporate anti-corruption compliance programme, as described in Article 10 in the 2011 Rules Commentary on the ICC Anti-corruption Clause Annex I: Part I of the ICC Rules on Combating Corruption 2011 Article 1 | Prohibited Practices Article 2 |Third Parties Annex II: Article 10 of the ICC Rules on Combating Corruption 2011 ICC MODEL EMPLOYMENT AGREEMENT Article 1 Commencement of Employment 2 Job Title 3 Place of Work 4 Salary 5 Working Hours and Procedures 6 Holidays 7 Incapacity 8 Termination and Notice Period 9 Disciplinary and Grievance Procedures 10 Data Protection 11 Changes to Your Terms of Employment 12 Confidentiality 13 Restrictive Covenant 14 Company Property 15 Anti-Bribery and Anti-Corruption 16 Third Party Rights 17 Applicable Law 18 Resolution of Disputes 19 Acceptance Annex 1 Job Description 2 ICC Confidentiality Clause 2016 3 ICC Anti-corruption Clause 2012 A . Option I: Incorporation by reference of Part I of the ICC Rules on Combating Corruption 2011 B . Option II: Incorporation in full of Part I of the ICC Rules on Combating Corruption 2011 C . Option III: Reference to a corporate anti-corruption compliance programme, as described in Article 10 in the 2011 Rules Commentary on the ICC Anti-corruption Clause ANNEX I: Part I of the ICC Rules on Combating Corruption 2011 Article 1 | Prohibited Practices Article 2 | Third Parties ANNEX II: Article 10 of the ICC Rules on Combating Corruption 2011 ICC MODEL CONFIDENTIALITY AGREEMENT Contents I. | Introduction II. | ICC Model Confidentiality Agreement Article 1 Definitions 2 Definition of Confidential Information 3 Obligation to keep confidential and restrictive use 4 Exclusions from obligation to keep confidential and restrictive use 5 Copies 6 Refusal 7 No licence or ownership 8 No warranty 9 No further obligations 10 Term and termination 11 Survival of obligations 12 Breach and remedies 13 Disposal 14Protective order 15 Good faith and fair dealing 16 Dispute resolution 17 Applicable law 18 No assignment 19 Written form 20 Default rules III. | ICC Confidentiality Clause 2016 CHECKLIST FOR START-UPS ON IP ASSIGNMENT AND LICENSING I. General Information II. Assignment of IP Rights III. Licensing of IP Rights ICC PRINCIPLES TO FACILITATE COMMERCIAL NEGOTIATION
