CO-FOUNDERS AGREEMENT
- Date
- Company
- Business
BETWEEN
Founder 1
Founder 2
WHEREAS, the above-named Founders desire to establish and operate a startup venture together and wish to lay out the rights, obligations, and governance structure pertaining to their co-ownership and management of the company.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the parties agree as follows:
INCORPORATION AND CAPITALIZATION. The company shall be duly incorporated under the Companies Act, 2013 with registered office at . The share capital shall be divided among the founders in the following proportions:
- __GAP[founder1_name|Founder 1 - Full Name]__
- %
- __GAP[founder2_name|Founder 2 - Full Name]__
- %
ROLES AND RESPONSIBILITIES. Each founder shall undertake the following role(s) and responsibilities:
- :
- :
VESTING SCHEDULE. Each founder's equity shall vest over the term specified, provided the founder continues to be employed/engaged by the company. Upon termination of employment without cause, unvested shares shall be forfeited.
- : schedule
- : schedule
INTELLECTUAL PROPERTY ASSIGNMENT. All intellectual property, inventions, works, and creations developed by any founder during the course of employment shall automatically vest in and be assigned to the company. Each founder warrants that they have no prior encumbrances on such IP and waives moral rights to enable full exploitation by the company.
DECISION-MAKING PROCESS. The governance of the company shall be conducted as follows: Routine operational decisions shall be made by majority; Reserved Matters shall require unanimous consent.
TRANSFER RESTRICTIONS. Transfers shall be restricted as per the articles of association.
ANTI-DILUTION PROTECTION. In the event of future capital raises at a lower valuation, anti-dilution adjustments shall be calculated using the method to protect founders' ownership percentages.
DISPUTE RESOLUTION. Any dispute arising out of this Agreement or the conduct of the company shall be resolved through proceedings in the competent courts of India.
CONFIDENTIALITY. Each founder agrees to maintain strict confidentiality regarding all proprietary information, business strategies, financial data, and customer information of the company, both during employment and after termination.
NON-COMPETE AND NON-SOLICITATION. During the term of employment and for a period of 2 years thereafter, no founder shall engage in any competing business or solicit customers or employees of the company without the prior written consent of the other founders.
EXIT AND BUY-SELL. Upon a founder's voluntary exit, the company shall have the right to repurchase all shares at fair market value. In the event of an acquisition or sale of the company, all founders shall participate in the proceeds pro-rata to their shareholding.
GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of India, without regard to conflicts of law principles.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.