Co Founder Vesting Agreement Template for Australia

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Key Requirements PROMPT example:

Co Founder Vesting Agreement

"I need a Co-Founder Vesting Agreement for our Australian technology startup with three co-founders, where we want a 4-year vesting period with a 1-year cliff, and specific provisions for milestone-based acceleration if we achieve $5M in revenue by March 2025."

Document background
A Co-Founder Vesting Agreement is essential when establishing a new company or formalizing arrangements between existing co-founders in Australia. This document is typically implemented at the company's formation or during early stages to ensure founders' interests remain aligned with the company's long-term success. It outlines how and when founders earn their equity, protecting all parties if a co-founder leaves the business. The agreement must comply with Australian corporate law, particularly the Corporations Act 2001 (Cth) and relevant tax legislation. It's especially crucial for startups seeking investment, as investors often require vesting arrangements to ensure founder commitment. The document addresses key aspects such as vesting schedules, leaver provisions, share restrictions, and founder obligations.
Suggested Sections

1. Parties: Identification of all co-founders and the company

2. Background: Context of the agreement, including company formation and co-founder roles

3. Definitions: Key terms used throughout the agreement

4. Share Allocation: Initial share distribution among co-founders

5. Vesting Schedule: Detailed vesting terms including time-based and/or milestone-based vesting

6. Good Leaver/Bad Leaver Provisions: Consequences of founder departure under different circumstances

7. Transfer Restrictions: Limitations on share transfers and right of first refusal

8. Founder Commitments: Time commitment, roles, and responsibilities of each founder

9. Confidentiality: Protection of company and co-founder confidential information

10. Intellectual Property Rights: Assignment of IP created during the founder's involvement

11. Dispute Resolution: Process for resolving disagreements between founders

12. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments

Optional Sections

1. Non-Compete and Non-Solicitation: Restrictions on competitive activities and hiring company employees, optional based on jurisdiction enforceability

2. Acceleration Events: Circumstances triggering accelerated vesting, such as company sale or IPO

3. Tag-Along Rights: Right to join in sale of shares by other founders

4. Drag-Along Rights: Obligation to join in sale of company if approved by majority

5. Board Representation: Rights of founders to maintain board positions

6. Death and Incapacity: Special provisions for handling shares in case of death or incapacity

7. Reverse Vesting: For situations where founders already own shares that need to be subject to vesting

8. Family Law Protection: Provisions protecting against transfer of shares due to divorce or family disputes

Suggested Schedules

1. Schedule 1 - Share Allocation Table: Detailed breakdown of initial share allocation and vesting schedule for each founder

2. Schedule 2 - Founder Details: Personal information, contact details, and roles of each founder

3. Schedule 3 - Company Information: Details of the company including ACN, registered address, and current directors

4. Schedule 4 - Milestone Vesting Criteria: If applicable, specific milestones that trigger vesting events

5. Schedule 5 - Share Transfer Form: Template form for executing share transfers

6. Schedule 6 - Deed of Accession: Template for new parties to join the agreement

7. Appendix A - Calculations: Examples of vesting calculations and scenarios

8. Appendix B - Share Certificate Template: Template for issuing share certificates

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Software Development

Financial Services

E-commerce

Healthcare Technology

Biotechnology

Professional Services

Media and Entertainment

Manufacturing

Retail

Education Technology

Clean Technology

Artificial Intelligence

Blockchain

Consulting

Relevant Teams

Legal

Human Resources

Executive Leadership

Board of Directors

Corporate Governance

Finance

Company Secretariat

Compliance

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Chief Financial Officer

Chief Operating Officer

Chief Marketing Officer

Founder

Co-Founder

Managing Director

Company Director

General Counsel

Legal Counsel

Corporate Secretary

Head of Human Resources

Startup Advisor

Board Member

Venture Capital Partner

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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