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The Consulting For Equity Agreement is a strategic document commonly used in the Malaysian business ecosystem, particularly by startups and growing companies seeking to access high-level expertise while managing cash flow. This document is essential when companies want to engage consultants using equity compensation as a primary or supplementary form of payment. It covers crucial elements including service scope, equity terms, vesting schedules, and protection of intellectual property, while ensuring compliance with Malaysian corporate and securities regulations. The agreement is structured to clearly establish an independent contractor relationship rather than employment, incorporating necessary provisions under Malaysian law for share issuance and transfer. It's particularly relevant in situations where companies need specialized expertise in areas such as technology development, market expansion, or strategic planning, but prefer to preserve cash resources by offering equity compensation.

1. Parties: Identifies the company and the consultant, including their full legal names, registration numbers (if applicable), and registered addresses

2. Background: Explains the context of the agreement, including the company's business, the consultant's expertise, and the parties' intention to enter into a consulting for equity arrangement

3. Definitions: Defines key terms used throughout the agreement, including 'Services', 'Equity Compensation', 'Vesting Period', 'Intellectual Property Rights', etc.

4. Scope of Services: Detailed description of the consulting services to be provided, including specific deliverables and performance metrics

5. Term and Termination: Duration of the agreement, renewal terms, and circumstances under which either party may terminate the agreement

6. Equity Compensation: Details of the equity compensation structure, including type of shares/options, quantity, and valuation

7. Vesting Schedule: Specifics of how and when the equity compensation will vest, including any cliff period and vesting milestones

8. Consultant's Obligations: Key responsibilities and commitments of the consultant, including time commitment, reporting requirements, and quality standards

9. Company's Obligations: Company's commitments, including provision of necessary information, resources, and support

10. Intellectual Property Rights: Assignment and ownership of IP created during the consultation period

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/clients

13. Representations and Warranties: Statements of fact and promises made by both parties

14. Independent Contractor Status: Clear statement that the relationship is that of independent contractor, not employment

15. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for dispute resolution

16. General Provisions: Standard boilerplate clauses including entire agreement, amendments, notices, and severability