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.
How to use the ICC Model Contracts for Start-ups video explanation
| 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
The ICC Model Contracts for Start-ups were developed by a dedicated working group of international expert practitioners associated with the ICC Commission on Commercial Law and Practice (CLP), and benefited particularly from the leadership and insight of CLP Commission Chair Ercüment Erdem (Turkey), as well as the active participation of the following members:
Bettina Geisler (Germany);
Sergi Giménez Binder (Spain);
Peter Poleacov (Germany);
Ecem Süsoy (Turkey);
Carlo Tabellini (Italy)
Cecilia Xu Lindsey (United Kingdom).
The models also benefitted from robust commentary from experts across the global network of ICC national committees.