US$110

ICC Model Contracts for Start-ups

A great idea and enthusiastic partners are not enough—entrepreneurs need to ensure their businesses start off with a strong legal foundation.

Buy now

eBook Summary

Start-up ventures are drivers of today’s economy and allow creators and businesspeople across the globe to share their innovative ideas with the world. But a great idea and enthusiastic partners are not enough—to create the best conditions for success, entrepreneurs need to ensure their businesses start off with a strong legal foundation.

The International Chamber of Commerce (ICC) provides foundational model contracts for start-ups that will save companies time and legal costs when negotiating and drafting agreements with investors and employees.

The package of model documents includes a model term sheet, model shareholders agreement, model directors services/management agreement, model employment agreement, model confidentiality agreement and a checklist on intellectual property rights.

The models can be adapted to fit the particular circumstances of the transaction and will allow young businesses to engage legal counsel at a later stage in the process, to help finalise the contracts in accordance with local requirements.

Each ICC Model Contract includes a fully editable version in Microsoft Word, permitting you to easily adapt the contract to your specific case.

Contents

Foreword

Introduction

TERM SHEET
Article

Subject matter of the Investment
The Parties
Business/Project/Use of proceeds
Purpose of the Term Sheet
Investment
Contractual Documentation
Governance and Management of the Company
Reserved Matters
Information Duties
Exit from the Company
Anti-Dilution
General Dividend Payout
Liquidation Preference
Key People
Lock-Up Period
Exclusivity
Time Schedule and Costs
Resolution of Disputes
Applicable Law

Annex

Cap Table

ICC MODEL SHAREHOLDERS AGREEMENT FOR START-UP COMPANIES
Preamble

Article

Definitions and Interpretation
Representations and Warranties
Investment
Incorporation and Articles of Association
Ownership and Share Retention
Transfer of Shares
Governance and Management of the Company
Dividend Policy
Termination & Liquidation of the Company
Term and Termination
Miscellaneous
Resolution of Disputes
Applicable Law
Authentic Text

Annex

Cap Table
Articles of Association of the Company
Form of Deed of Adherence
ICC Confidentiality Clause 2016
Intellectual Property Rights and Works

ICC MODEL DIRECTORS SERVICES/MANAGEMENT AGREEMENT
Article

Purpose
Method of Providing Services
Compensation for Services Rendered
Term and Termination of the Agreement
Confidentiality
Post-Contractual Non-Competition Covenant
Assignment of Intellectual Property Rights
Notices
Assignment
Other Provisions
Resolution of Disputes
Applicable Law
Parties’ Independence
Anti-Bribery and Anti-Corruption

Annex

Fee to Be Paid to Consultant
ICC Confidentiality Clause 2016
ICC Anti-corruption Clause 2012

A. Option I: Incorporation by reference of Part I of the ICC
Rules on Combating Corruption 2011
B. Option II: Incorporation in full of Part I of the ICC Rules on Combating Corruption 2011
C. Option III: Reference to a corporate anti-corruption compliance programme, as described in Article 10 in the 2011 Rules
Commentary on the ICC Anti-corruption Clause
Annex I: Part I of the ICC Rules on Combating Corruption 2011
Article 1 | Prohibited Practices
Article 2 |Third Parties
Annex II: Article 10 of the ICC Rules on Combating Corruption 2011

ICC MODEL EMPLOYMENT AGREEMENT
Article

Commencement of Employment
Job Title
Place of Work
Salary
Working Hours and Procedures
Holidays
Incapacity
Termination and Notice Period
Disciplinary and Grievance Procedures
Data Protection
Changes to Your Terms of Employment
Confidentiality
Restrictive Covenant
Company Property
Anti-Bribery and Anti-Corruption
Third Party Rights
Applicable Law
Resolution of Disputes
Acceptance

Annex

1 Job Description
2 ICC Confidentiality Clause 2016
3 ICC Anti-corruption Clause 2012

A . Option I: Incorporation by reference of Part I of the ICC Rules on Combating Corruption 2011
B . Option II: Incorporation in full of Part I of the ICC Rules on Combating Corruption 2011
C . Option III: Reference to a corporate anti-corruption compliance programme, as described in Article 10 in the 2011 Rules
Commentary on the ICC Anti-corruption Clause
ANNEX I: Part I of the ICC Rules on Combating Corruption 2011
Article 1 | Prohibited Practices
Article 2 | Third Parties
ANNEX II: Article 10 of the ICC Rules on Combating Corruption 2011

ICC MODEL CONFIDENTIALITY AGREEMENT
Contents
I. | Introduction
II. | ICC Model Confidentiality Agreement
Article

Definitions
Definition of Confidential Information
Obligation to keep confidential and restrictive use
Exclusions from obligation to keep confidential and restrictive use
Copies
Refusal
No licence or ownership
No warranty
No further obligations
Term and termination
Survival of obligations
Breach and remedies
Disposal
Protective order
Good faith and fair dealing
Dispute resolution
Applicable law
No assignment
Written form
Default rules

III. | ICC Confidentiality Clause 2016

CHECKLIST FOR START-UPS ON IP ASSIGNMENT AND LICENSING
I. General Information
II. Assignment of IP Rights
III. Licensing of IP Rights

ICC PRINCIPLES TO FACILITATE COMMERCIAL NEGOTIATION

Publishing date: 2021
Number of pages: 93
Language: English

The ICC Model Contracts for Start-ups were developed by a dedicated working group of international expert practitioners associated with the ICC Commission on Commercial Law and Practice (CLP), and benefited particularly from the leadership and insight of CLP Commission Chair Ercüment Erdem (Turkey), as well as the active participation of the following members:

Bettina Geisler (Germany);
Sergi Giménez Binder (Spain);
Peter Poleacov (Germany);
Ecem Süsoy (Turkey);
Carlo Tabellini (Italy)
Cecilia Xu Lindsey (United Kingdom).

The models also benefitted from robust commentary from experts across the global network of ICC national committees.

Please note that the eBook delivery will be deferred. After purchase, you will receive an email with instructions on how to download the eBook within 3 working days.

Please note upon receiving your eBook, you will have 60 days to download it. Kindly note that the eBook link is for one user only. The eBook cannot be lent (one eBook link per user).

How to access an ICC eBook