20 dezembro 2020
The VIMA and BVCA documents propose that restrictive agreements apply to founders for a specified period of time in certain jurisdictions. THE AVCAL documents are potentially broader, as they cover all shareholders with investors other than investors. The NVCA documents offer the greatest protection to investors by extending coverage not only to founders, but also to some important employees, and by proposing that key employees and current and former founders enter into a confidentiality and transfer of ownership agreement. If your use of the service requires you to comply with certain rules, you are solely responsible for this compliance and you will not use the service in a way that, without our prior written consent, would subject us to these specific rules. We note that each jurisdiction has developed its different types of agreements in consultation with local practitioners and industry interest representatives, which is why model agreements reflect differences in corporate cultures and the different maturity phases of the venture capital scene in different countries. For example, the United States has a more developed venture capital market, with investments of about $113 billion in the venture capital scene in 2018, compared to $5 billion for Singapore, $2 billion for the United Kingdom and $400 million for Australia during this period. “Confidential information” includes agreements between you and us, business and business plans and strategies, non-public business and technology information, trade secrets, user content, written documents marked as confidential, and any other information, including visual and oral information, that should reasonably be considered confidential. Each card should have an exclusivity period as a mandatory term. This protects the interests of investors, as it ensures that founders do not “buy” for competing offers once they have signed the terminology sheet. The exclusivity period should be long enough to allow investors to conclude their due diligence for the company and then make a firm offer to the founders.
During this period, it is customary in all types of agreements to have fundamental restrictions on the ability of the company (a) to ask other investors and (b) to provide or respond to third-party requests regarding a proposed investment in the business. In addition, the BVCA and AVCAL documents also propose the pro-investor condition of the obligation to forcibly transfer shares to possible “Bad Leaver” provisions in the founders` employment contracts/services with the company (see section 4.10 for details). The shareholders` pact may impose certain other obligations on the company`s shareholders.  Founders generally require investors to execute a pre-diligence confidentiality agreement, in which founders must disclose commercially sensitive documents to investors and their advisors.