Can you please help me with the agreement for issue for shares other than cash? basically other than cash is "software developed by the director". sharing the rights with the organisation.
06 July 2024
Certainly! Here is a basic template for an agreement for issuing shares in exchange for software developed by a director. Please note that legal advice may be necessary to customize this template to your specific needs and jurisdiction:
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**Agreement for Issue of Shares in Exchange for Software Developed by Director**
This Agreement ("Agreement") is made and entered into on [Date], by and between:
**[Your Company Name]**, a [Jurisdiction] corporation having its registered office at [Address] ("Company"); and
**[Director's Full Name]**, an individual residing at [Address] ("Director").
**Background:**
1. The Director has developed certain software, details of which are provided in Exhibit A attached hereto (the "Software").
2. The Company desires to issue shares of its capital stock to the Director in consideration for the Director's contribution of the Software.
**Agreement:**
1. **Issuance of Shares:** - In consideration for the Software contributed by the Director, the Company agrees to issue and allot to the Director [Number] shares of the Company's common stock (the "Shares").
2. **Ownership and Rights:** - The Director warrants that they are the sole creator and owner of the Software, with full power and authority to transfer the rights to the Company as set forth herein. - The Director agrees to assign, transfer, and convey to the Company all rights, title, and interest in and to the Software, including but not limited to intellectual property rights, source code, and documentation necessary for the Company's use and exploitation of the Software.
3. **Consideration and Valuation:** - The parties agree that the Software shall be valued for the purpose of this Agreement at [Value] USD. - The Company's issuance of Shares to the Director shall be valued at this amount, which represents the fair market value of the Software as agreed upon by the parties.
4. **Representations and Warranties:** - The Director represents and warrants that: - They have full right, power, and authority to enter into this Agreement and to perform all obligations hereunder. - The Software does not infringe upon the intellectual property rights of any third party. - The Company relies on these representations and warranties in entering into this Agreement.
5. **Indemnification:** - The Director agrees to indemnify and hold harmless the Company from any and all claims, liabilities, damages, costs, and expenses arising out of or relating to any breach of the Director's representations and warranties under this Agreement.
6. **Governing Law:** - This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
**[Your Company Name]**
By: _______________________ Name: Title:
**[Director's Full Name]**
__________________________ [Director's Signature]
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Please ensure to customize the template with specific details relevant to your situation and jurisdiction. It's highly advisable to have such agreements reviewed by legal professionals to ensure compliance with applicable laws and to protect the interests of all parties involved.
CAclubindia
