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Equity In Exchange For Services Agreement Template for United Arab Emirates

This agreement governs the exchange of professional services for equity shares in a UAE-based company, structured under UAE Federal Law No. 32 of 2021 (Companies Law) and related regulations. It establishes the terms under which services will be provided, defines the equity consideration, includes performance metrics and milestones, and outlines the mechanisms for share transfer. The document incorporates necessary provisions for UAE compliance, including any required regulatory approvals and considerations for both mainland and free zone companies, while addressing corporate governance requirements and shareholder rights.

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What is a Equity In Exchange For Services Agreement?

The Equity In Exchange For Services Agreement is primarily utilized in scenarios where companies seek to acquire specialized services or expertise while conserving cash resources, particularly relevant for startups and growing businesses in the UAE. This document type has become increasingly important in the UAE's evolving business landscape, where companies often need to attract top talent or specialized service providers without significant upfront capital. The agreement must comply with UAE Federal Law No. 32 of 2021 and related regulations, including specific requirements for share transfers and corporate governance. It typically includes detailed service specifications, equity valuation methods, vesting schedules, and performance criteria, while ensuring alignment with UAE commercial practices and regulatory requirements. The document is particularly relevant for companies operating in both mainland UAE and free zones, requiring careful consideration of the specific regulatory framework applicable to each jurisdiction.

What sections should be included in a Equity In Exchange For Services Agreement?

1. Parties: Identification of the parties: the company issuing equity and the service provider

2. Background: Context of the agreement, including company status and reason for the equity-for-services arrangement

3. Definitions: Key terms used throughout the agreement, including technical terms related to both services and equity components

4. Services: Detailed description of services to be provided, including scope, deliverables, and quality standards

5. Equity Consideration: Details of equity to be issued, including number of shares, class of shares, and percentage of ownership

6. Valuation: Agreed valuation methodology and specific value assigned to both services and equity

7. Service Provider's Obligations: Specific duties, responsibilities, and performance standards expected from the service provider

8. Company's Obligations: Company's responsibilities, including equity issuance timeline and support for service delivery

9. Performance Metrics: Specific, measurable criteria for evaluating service delivery and triggering equity transfers

10. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

11. Representations and Warranties: Standard and specific assurances from both parties regarding their capacity and authority

12. Confidentiality: Provisions protecting confidential information exchanged during the service provision

13. Intellectual Property: Ownership and rights related to IP created during service provision

14. Governing Law and Jurisdiction: Specification of UAE law as governing law and relevant courts for dispute resolution

What sections are optional to include in a Equity In Exchange For Services Agreement?

1. Vesting Schedule: Used when equity transfer is gradual and tied to service milestones or time periods

2. Tag-Along Rights: Include when protecting minority shareholders' rights to join in sale of shares

3. Drag-Along Rights: Include when majority shareholders need power to force minority participation in sale

4. Non-Competition: Include when restricting service provider from competing activities

5. Board Representation: Include when service provider is to receive board representation rights

6. Exit Rights: Include when specific exit mechanisms for the service provider need to be defined

7. Force Majeure: Include when specific provisions for unforeseen circumstances affecting service delivery are needed

8. Shareholder Rights: Include when defining specific voting or dividend rights attached to the equity

What schedules should be included in a Equity In Exchange For Services Agreement?

1. Service Scope and Deliverables: Detailed breakdown of services to be provided and specific deliverables

2. Performance Criteria: Detailed metrics and KPIs for measuring service delivery success

3. Equity Structure: Details of company's share capital, classes of shares, and rights attached

4. Vesting Schedule: Detailed timeline of equity transfers linked to service milestones

5. Valuation Methodology: Detailed explanation of how services and equity are valued

6. Required Corporate Approvals: List of necessary corporate and regulatory approvals for equity transfer

7. Existing Shareholders' Rights: Summary of current shareholders' rights and any pre-emption rights

8. Service Provider's Qualifications: Documentation of service provider's relevant qualifications and experience

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

Publisher

Genie AI

Document Type

Exchange Agreement

Cost

Free to use

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