Commercial Documents
Non-Disclosure Agreement.docxNon-Disclosure / Confidentiality Agreement
Deed Intellectual Property Assignment.DOCDeed of Assignment of Intellectual Property
Employment Agreements & related issues
Service Agreements & related issues
Venture Capital Investment Model Agreements (VIMA)
A working group by the Singapore Academy of Law and the Singapore Venture Capital and Private Equity Association developed the Venture Capital Investment Model Agreements (VIMA). VIMA are standardized legal documents for use in seed rounds and early stage financings to reduce transactional costs and time taken in deal negotiation. The aim is to allow investors and startups, and their legal counsels, to start from a common platform and focus their time and attention on negotiating the bespoke terms of their specific transaction.
Note that the template VIMA documents are drafted based on certain assumptions, e.g. investor(s) are entering as minority shareholders in a growth stage company incorporated in Singapore; investment instrument is Series A preference shares.
VIMA Non-Disclosure Agreement (NDA)
This sample confidentiality agreement assumes a company is providing confidential information about itself to a potential investor. It should be noted that it is not uncommon for VCs to decline entering into confidentiality agreements.
VIMA CARE Agreement (Pre-Series A)
The Convertible Agreement Regarding Equity (CARE) Agreement is used in seed/early-stage (Pre-series A) financing rounds. Advice from an accountant should be sought to confirm whether this CARE Agreement qualifies as debt or equity.
Note: The CARE Agreement is drafted based on the assumption that an investor is making a cash investment in a Singapore incorporated private company, in exchange for receiving either shares in such company or cash upon occurrence of certain events.
A term sheet sets out key terms and conditions by which investor(s) will obtain shares/equity in a company for investment capital. These terms will set out the ongoing rights and obligations of the investors, founders and the company. Generally, a term sheet is a non-binding agreement and the relevant parties must enter into binding agreements to give effect to its terms. Such binding agreements include a Shareholders Agreement and Share Subscription Agreement.
(See description for VIMA Long Form Term Sheet.)
VIMA Share Subscription Agreement
A Share Subscription Agreement sets out the terms and conditions by which investor(s) will subscribe for and obtain shares / equity in a company for investment capital.
A Shareholders Agreement sets out the terms and conditions governing the affairs of the company and the rights and obligations of the investors and founders as shareholders of the company. These include board representation or management rights, veto rights or reserved matters, information rights, share transfer restrictions, pre-emption rights.
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