investor agreement policy.
This document is a contract (herein referred to as "Agreement") entered into as of a date between the following parties for the purposes of investing in the [The.Company]:[Investor.FirstName] [Investor.LastName] of [Investor.StreetAddress] [Investor.City] [Investor.State] herein referred to as "Investor” and [The.Company] of [The Company.StreetAddress] [The Company.City] [The Company.State] herein referred to as "the Company" that is represented by [Representative.FirstName] [Representative.LastName] the [Representative.Title] of [Representative.Company].
The Company is currently operating in the industry offering professional services and products.
WHEREAS, Investor wishes to invest in the Company, and the Company wishes to accept this Investment in exchange for shares in the company.
In consideration of the provisions and obligations in this Agreement, Investor and the Company agree to the following terms:
1. Purpose of the contract
The purpose of this contract is to protect Investor's financial investment in the Company, the Company's terms for a return on Investor's Investment Amount, the Company's Confidential Information, and the Company's market position in the business industry.
2. Investment
Investor shall invest an amount in exchange for a number of shares in the Company's stock. Investor shall pay the Investment Amount via check or wire transfer to the Company upon the Effective Date of this Agreement. Investor has agreed to provide the Investment Amount on a one-time or recurring basis. For investments on a recurring basis, Investor agrees to provide the Investment Amount a number of times per year for a period of a number years in exchange for a number shares in the Company. Investor and the Company may agree to alternative investment terms, including adjustments to the Investment Amount and frequency of investments deposited, with a separate addendum signed by both Investor and the Company's representative. Investor and the Company agree the investment period will be over a minimum term of a number of years in which the investment shall not be withdrawn.
3. Management and control
The Company shall be managed by executives and the Company's Board, as determined by the Company's majority shareholder. The Company's majority shareholder shall have explicit authority to approve all Board members and executive hires. Executives shall handle Company management in the utmost professional conduct, including mechanisms for talent acquisition, training, SOP's, employee retention, promoting from within, and ethical standards.
4. Distribution
Net income earned by the Company in excess of a currency amount shall be distributed to Investor in direct proportion to the number of shares owned by Investor on an annual or biannual basis.
Distributions shall be made to Investors and shareholders via check or bank direct deposit on a specific day of a specific month and another specific day of another specific month. Investor agrees that distributions may be paused or postponed under circumstances in which the Company needs to retain income to maintain a healthy and positive financial condition.
5. Dissolution
If a dissolution event occurs before this Agreement is terminated by Investor and the Company, the Company will pay Investor an amount equal to the original Investment Amount Investor has deposited in the Company. Investor shall be entitled to a number % of the appreciated value of the Company based on the number of shares Investor currently owns in the company. Investor shall not have the right to payment based on physical assets of the Company.
6. Voting
Only shareholders holding greater than an amount % of ownership in the Company shall have the right to approve actions by the Board. Upon the time Investor has greater than an amount % of ownership in the Company, he shall be entitled to (number) of votes to approve actions by the Board.
The majority shareholder shall have the right to a number of votes or amount % of the total votes distributed to investors. Voting shall occur biannually on a specific day of a specific month and another specific day of another specific month. The voting interests of the majority shall be honored by the Board.
7. Non-disclosure
For the purposes of this clause, Confidential Information means any information used by the Company to develop trade secrets, including documents, reports, programs, data, models, designs, financial plans, procedures, software, formula, patents, patent applications, or general know-how that was communicated verbally, electronically, or in print. Trade Secrets mean information possessed and developed by the Company that holds inherent economic value because it is not known by the general public or the Company's competitors. This may include but is not limited to formulas, programs, data, techniques, processes, patterns, or other information as deemed by the Company.
Investor agrees to keep all Confidential Information and Trade Secrets in the strictest of confidence and shall not disclose Confidential Information or Trade Secrets to any unauthorized third party. Failure to keep Confidential Information and Trade Secrets confidential may result in legal action taken by the Company against Investor, and Investor will be required to pay any and all of the Company's attorney fees.
8. Non-competition
Investor agrees that during the duration of the investment relationship between Investor and
the Company, Investor shall not be employed or financially interested, either directly or indirectly,
in the same or similar business as the Company. If this Agreement expires or is terminated, Investor is bound to this non-competition clause for a period of no less than seven (7) years.
9. Termination
To terminate this Agreement, Investor and the Company must agree to and sign a termination contract pursuant to this section. The termination request shall be initiated by the Investor no later than 60 days prior to the intended termination. In the event Investor wishes to terminate this Agreement, the majority shareholder shall have the first right of refusal to purchase Investor's shares. If the majority shareholder does not purchase Investor's shares, other shareholders shall have the first right of refusal before Investor seeks to sell their shares to another third party. Investor shall not sell shares to any individual or company that is in the same industry as the Company. The Company's majority shareholder shall have final approval of who may purchase Investor's shares.
10. Severability
If a court of competent jurisdiction finds that any section, paragraph, clause, or provision of this Agreement is invalid or otherwise unenforceable, the remaining clauses in the Agreement shall remain in full force and effect. If the invalidity or illegality of any section, paragraph, clause, or provision of this Agreement greatly impacts the ability of Investor and the Company to achieve the purposes of this Agreement, Investor and the Company shall draft and sign a new agreement as soon as possible.