VESTING AGREEMENT

This Vesting Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred to as the “Company” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred to as the “Shareholder” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Company” and the “Shareholder” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS:

1. The Shareholder holds [INSERT NUMBER OF SHARES] shares of capital stock of the Company.
2. The Company intends to sell shares of the preferred stock to outside investors and Investors require as a condition to such transaction that the Company accept certain vesting restrictions with respect to the Shares as set forth herein;
3. The Parties mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Shareholder” shall mean an individual, who has shares of the Company.
   2. “Capital stock” shall mean total amount of equity securities, both common and preferred stock.
   3. “Unvested share” refers to the shares that have been granted to the shareholder but have not the met the conditions for full ownership.
   4. “Change of Control” shall mean a merger, acquisition or sale of a certain percentage of a company’s assets or stock.
   5. “Confidential Information” shall mean the any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party (Company) to the other party (Shareholder) in connection with the terms and conditions whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
2. UNVESTED SHARE REPURCHASE OPTION
   1. Upon the termination of the shareholder’s service to the Company as a Shareholder or employee, for any reason, with or without cause, including Involuntary Termination, death or temporary or permanent disability, the Company shall have the option to repurchase any unvested shares held by the shareholder as of the date of termination.
   2. The Company may exercise the Unvested Share Repurchase Option by written notice to Shareholder or the Shareholder’s legal representative within sixty (60) days after such termination.
3. VESTING OF UNVESTED SHARE
   1. Unvested shares shall vest according to the following schedule;
   2. [INSERT PERCENT OF SHARES SHALL INITIALLY BE VESTED] of the shareholder’s share initially shall be Unvested Shares. [INSERT PERCENT OF INITIAL NUMBER OF UNVESTED SHARE SHALL VEST] of the initial number of Unvested Shares will vest [INSERT DATE OF VESTING] and shall vest on the [INSERT DAY OF VESTING] day of each month thereafter subject to the Shareholder’s continuous service to the Company as an Shareholder or consultant providing services at least three (3) days per week.
   3. In the event of a change of control or termination of the Shareholder, voluntary or involuntary, the Unvested Shares shall become fully vested and owned by the Company or investors.
4. CERTIFICATE
   1. Upon successful fulfillment of the vesting conditions as outlined in this agreement, the Company shall issue ownership certificate to the holder of the shares representing the vested shares and interests.
   2. The Certificate shall be signed and sealed by an authorized representative of the Company and shall serve as official proof of the new shareholder’s ownership rights to the vested shares.
5. APPLICABLE LAW
   1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT COUNTRY OF APPLICABLE LAWS].
   2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
   3. By direct negotiations between the Company and Shareholder. 
   4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DESPUTE BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
6. NOTICES
   1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
      1. If to the Company : [INSERT EMAIL ID OR/AND ADDRESS]
      2. If to the Shareholder: [INSERT EMAIL ID OR/AND ADDRESS]
   2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
7. DISPUTE RESOLUTION
   1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
   2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
8. MISCELLANEOUS
   1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
   2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNICATION].
   3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
   4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
   5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
   6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
   7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
9. DECLARATION
   1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Company

Name: [INSERT NAME OF THE COMPANY/SIGNING AUTHORITY]

Signature:

Date: [INSERT SIGNING DATE OF THE COMPANY]

Signed, sealed and delivered on behalf of Shareholder

Name: [INSERT NAME OF THE SHAREHOLDER/SIGNING AUTHORITY]

Signature: 

Date: [INSERT SIGNING DATE OF SHAREHOLDER]