Review and amend contract

Note: Only professionals certified to work in the UK with appropriate business cover and experience should apply.

We are seeking an experienced legal professional with a strong background in UK employment law, startup agreements, and cryptocurrency/token-based compensation structures to review and potentially amend a set of contractual documents. The contract and two supplemental documents total under 9,000 words and address work classification (employee vs. contractor), equity/token ownership, and distribution of rights in a technology-focused startup.

Context and Objectives
Primary Contract & Supplements
The main agreement relies heavily on token/equity compensation. Two supplemental letters detail equity options and token awards, referencing vesting schedules, good/bad leaver provisions, and board discretion.

UK Regulatory Framework
Must ensure compliance with IR35 and HMRC requirements for PAYE/NIC. Clear delineation of tax liabilities and classification (employee or contractor) is crucial.

Startup-Focused Requirements
The documents should address vesting schedules, IP ownership, confidentiality, and be flexible for future funding, structural changes, or additional hires.

Crypto/Token Compensation
We need clarity on token generation, vesting triggers, tax treatment, and any disclaimers or risk disclosures related to crypto assets.

Scope of Review and Deliverables
Clause-by-clause Analysis
Identify ambiguities or contradictions around work status, IP ownership, and confidentiality.

IR35 and Employment Status Guidance
Assess if the contract aligns with UK contractor/employee rules. Suggest changes to reduce misclassification risk.

Vesting & Token Structuring
Evaluate fairness, feasibility, and potential pitfalls in the vesting mechanics. Review good/bad leaver provisions.

Tax Position and Liabilities
Clarify responsibilities for PAYE, NIC, and any other levies. Advise on structuring token/equity awards to minimize risk.

Redlined Amendments
Provide updated drafts or rewritten sections to ensure compliance and meet business objectives.

Written Recommendations
Summarize key concerns and enhancements in a concise memo or executive summary.

Key Focus Areas
Work Classification & IR35
Adjust definitions or terms to reflect correct status, highlight potential issues for crypto payments.

Equity & Token Vesting
Confirm enforceable schedules, clear good/bad leaver outcomes, and consistency across the team.

Intellectual Property & Confidentiality
Ensure the company’s rights are protected; align clauses with industry standards and remote-work data protection.

Restrictive Covenants
Verify non-compete and non-solicitation clauses comply with UK law and are proportionate.

Taxation of Tokens & Equity
Identify potential UK tax implications, including any reliefs, and ensure robust disclaimers or indemnities.

Future Amendments & Consistency
Include mechanisms to update terms if the company’s structure or token offerings change. Clarify whether more favorable terms for new hires apply to existing team members.

Required Qualifications
Legal Expertise: UK-qualified solicitor or barrister with experience in commercial/technology startups.
Crypto & Startup Familiarity: Demonstrable background in token-based compensation.
IR35 & Employment Law: Proven track record of navigating UK contractor vs. employee status.
Contract Drafting Skills: Ability to produce clear, succinct language balancing legal and business interests.
Timeline and Process
Phase 1: Initial Review
Read existing contract and supplements; provide an initial findings report.
Phase 2: Amendment Proposals
Draft redlined documents or recommended clauses; summarize changes in a memo.
Phase 3: Finalization
Work with the client to finalize the documentation; deliver legally compliant, business-ready versions.
Please submit your proposal detailing relevant experience (including IR35 and crypto/token awards), availability, estimated timeline, and fee structure. If you’d like to inspect the original documents, let us know.

We look forward to collaborating with a qualified professional who can ensure a robust, compliant agreement that meets our objectives.