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Independent Contractor Equity Agreement Template for Singapore

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Key Requirements PROMPT example:

Independent Contractor Equity Agreement

"Need an Independent Contractor Equity Agreement for a Singapore tech startup engaging a senior software developer, offering 2% equity vesting over 3 years starting January 2025, with standard IP assignment and non-compete provisions."

Document background
The Independent Contractor Equity Agreement is utilized when companies in Singapore wish to engage external talent while offering equity as part of their compensation structure. This arrangement has become increasingly common in the startup ecosystem and growth companies seeking to conserve cash while attracting top talent. The document addresses key aspects including service scope, equity terms, vesting conditions, and maintaining clear independent contractor status under Singapore law. It's particularly relevant for companies looking to align contractor interests with business growth while maintaining compliance with Singapore's corporate and securities regulations.
Suggested Sections

1. Parties: Identification of the company and the independent contractor

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Services: Description of services to be provided by the contractor

5. Equity Compensation: Details of equity grant, including type, amount, and vesting schedule

6. Independent Contractor Status: Clear statement of independent contractor relationship and its implications

7. Term and Termination: Duration of the agreement and conditions for termination

8. Confidentiality: Protection of confidential information and trade secrets

9. Governing Law: Specification of Singapore law as governing law and jurisdiction

Optional Sections

1. Non-Competition: Restrictions on competitive activities during and after the contract term

2. Assignment of IP: Transfer of intellectual property rights created during the service period

3. Tax Indemnity: Provisions regarding tax obligations and indemnifications

4. Change of Control: Provisions addressing company sale, merger, or other significant corporate changes

Suggested Schedules

1. Schedule 1: Service Description: Detailed scope of services to be provided by the contractor

2. Schedule 2: Equity Terms: Detailed terms of equity grant, including vesting schedule and conditions

3. Schedule 3: Company Capitalization Table: Current company ownership structure and share distribution

4. Appendix A: Share Rights and Restrictions: Detailed description of share class rights, restrictions, and obligations

5. Appendix B: Shareholders' Agreement Terms: Relevant terms from existing shareholders' agreement applicable to the contractor

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




























Clauses































Industries

Companies Act (Cap. 50): Primary legislation governing corporate entities in Singapore, including share issuance, corporate structure, and shareholder rights

Securities and Futures Act (Cap. 289): Regulates securities offerings and trading, including requirements for share issuance and restrictions on securities offerings

Income Tax Act (Cap. 134): Governs tax implications of equity compensation, capital gains, and stock options/RSU treatment

Employment Act (Cap. 91): Reference point to ensure clear distinction between employment and independent contractor relationships

MAS Regulations: Monetary Authority of Singapore regulations regarding securities issuance, including prospectus requirements and exemptions

Contract Act (Cap. 2): Fundamental legislation governing contract formation, validity, and enforcement in Singapore

Central Provident Fund Considerations: Implications of independent contractor status on CPF contributions and compliance requirements

Patents Act (Cap. 221): Governs patent rights and protection, relevant for IP assignment provisions in the agreement

Copyright Act (Cap. 63): Regulates copyright protection and ownership, important for IP rights provisions

Personal Data Protection Act 2012: Governs collection, use, and disclosure of personal data, ensuring privacy compliance in the agreement

Company Constitution Requirements: Internal governing documents that may affect share issuance and transfer restrictions

Shareholders' Agreement Provisions: Existing shareholders' agreements that may impact equity issuance and rights

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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