Party 1 Full Name (Four-Part): National ID: Nationality: Address: Phone: Email: | Party 2 Full Name (Four-Part): National ID: Nationality: Address: Phone: Email: |
Article (1) Preamble and Definitions
1- This preamble and the attached appendices constitute an integral part of this agreement and complement its provisions; they are to be read together as a single comprehensive document.
2- "This agreement" refers to this agreement and its appendices and any written amendments thereto; "the founders" refers to the parties designated in the attached contracting model, and "the founder" refers to any one of them; "the share allocation regulation" refers to the subject of cooperation detailed in this agreement; and "the applicable law" refers to the governing laws and regulations.
3- The titles of the articles are provided solely for the sake of convenience in referencing them and shall not be considered in interpretation; in case of ambiguity, the common intent of the founders and the nature of the transaction and the requirements of good faith shall prevail.
4- The provisions of this agreement shall be interpreted in a manner that achieves its purpose and does not conflict with the applicable law.
Article (2) Eligibility of the Founders and Their Qualifications
1- Each founder acknowledges their full legal capacity and eligibility to enter into this agreement and to fulfill their obligations arising therefrom, and that the person signing on their behalf is duly authorized with a valid delegation.
2- Each founder acknowledges that their execution of this agreement and its implementation does not violate any law, license, or contractual obligation to which they are subject, and that the information and documents provided by them are accurate and complete.
3- Each founder commits to obtaining the necessary licenses and approvals to fulfill their obligations and to maintain their validity throughout the duration of this agreement.
Article (3) Subject of the Agreement
1- This agreement regulates the distribution of the founders' shares, their maturity schedule, and the restrictions thereon in a manner that preserves the stability of the project.
2- The founders undertake to implement the provisions of this Article in good faith and in a manner that achieves its purpose without prejudice to the remaining provisions of this agreement.
Article (4) Duration and Effectiveness of this Agreement
1- This agreement shall come into effect from and shall last for .
2- This agreement shall be renewed or terminated in accordance with its provisions, and mere continuation of performance shall not constitute automatic renewal unless explicitly stated in writing.
Article (5) Distribution of Shares and Vesting Schedule
1- The shares shall be distributed according to: , and they shall vest gradually according to the schedule set forth in: .
2- No shares shall vest before the expiration of the agreed-upon initial lock-up period.
Article (6) Acceleration of Entitlement
1- The entitlement to the shares may be accelerated, either in whole or in part, upon the occurrence of certain events such as the sale of the company or its acquisition, as specified in this agreement.
2- The details of this shall be specified — as appropriate — in an annex that constitutes an integral part of this agreement.
Article (7) Departing Founder (Good and Bad)
1- Upon the departure of the founder, the entitled shares shall be retained, and the non-entitled shares shall be returned; there may be a distinction between a departing founder for a legitimate excuse and a departing founder without excuse or for violation of the terms of recovery and assessment.
2- The founders shall cooperate to overcome any obstacles that may impede the implementation of this article in a manner that serves the organization of the entitlement of shares.
Article (8) Restrictions on Disposal and Right of Preference and Redemption
1- Shares may not be disposed of except after exercising the right of preference for the other founders and the specified conditions, and the project or the founders have the right to redeem the shares in the agreed-upon cases.
2- The founders are obligated to implement the provisions of this article in good faith and in a manner that achieves its purpose without violating the remaining provisions of this agreement.
Article (9) Effect Upon Sale or Acquisition
1- The provisions of this agreement shall apply to any sale, acquisition, or change of control, including provisions for acceleration and associated sale rights whenever agreed upon.
2- The details thereof shall be specified — where applicable — in an annex that forms an integral part of this agreement.
Article (10) General Obligations of the Founders and Good Faith
1- The founders undertake to execute this agreement in good faith, with due diligence and mutual cooperation to achieve the optimal organization of the entitlement to shares.
2- Each founder is obligated to provide the resources, information, and support they committed to in a timely manner and according to the agreed specifications, and to notify the other founders immediately upon becoming aware of any obstacle that affects the execution.
3- Each founder refrains from any act or omission that may harm the organization of the entitlement to shares or the legitimate interests of the other founders or their reputation.
4- Each founder bears their own expenses related to the execution of their obligations unless otherwise agreed in writing.
Article (11) Records, Reports, and Monitoring
1- The founders shall maintain accurate and organized records regarding the implementation of this agreement and the process of organizing the allocation of shares, and each of them shall provide the others with the agreed-upon periodic reports at the specified times.