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1. Parties: Identifies and provides full details of all parties involved in the agreement, including legal names, addresses, and contact information
2. Background: Explains the context of the investment arrangement and relationship between the parties
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Investment Amount and Terms: Specifies the amount being invested and basic terms of the investment
5. Purpose of Investment: Details how the invested funds will be used and any restrictions on their use
6. Return on Investment: Specifies how and when returns will be calculated and paid
7. Payment Terms: Outlines the schedule and method of payments, including any interest or profit sharing
8. Duration and Exit: Specifies the term of the investment and conditions for early termination or exit
9. Representations and Warranties: Standard declarations about the parties' capacity and authority to enter the agreement
10. Reporting and Documentation: Requirements for financial reporting and maintaining investment records
11. Confidentiality: Provisions for keeping the investment terms and related information private
12. Governing Law: Specifies that Canadian law governs the agreement and which province's jurisdiction applies
13. Dispute Resolution: Process for resolving any disagreements between the parties
1. Security: Include when the investment is secured against specific assets or collateral
2. Personal Guarantee: Include when additional personal guarantees are provided for the investment
3. Co-Investment Rights: Include when the investor may have rights to participate in future investment rounds
4. Tag-Along Rights: Include when the investor should have the right to join in any future sale of the business
5. Board Observation Rights: Include when the investor is granted rights to observe board meetings
6. Death and Incapacity: Include specific provisions for what happens to the investment in case of death or incapacity of either party
7. Tax Considerations: Include specific tax treatment agreements when there are complex tax implications
8. Family Member Restrictions: Include when there are specific restrictions on transfer of rights to family members
1. Schedule A - Investment Details: Detailed breakdown of the investment amount, payment schedule, and any tranches
2. Schedule B - Business Plan: Summary of the business plan or investment purpose, if applicable
3. Schedule C - Return Calculation Method: Detailed methodology for calculating investment returns or profit sharing
4. Schedule D - Reporting Template: Template for regular financial reports and updates
5. Appendix 1 - KYC Documentation: Copies of identification and know-your-client documentation
6. Appendix 2 - Risk Acknowledgment: Signed acknowledgment of investment risks
7. Appendix 3 - Tax Forms: Relevant tax forms and declarations
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