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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."
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
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
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
Agreement
Bad Leaver
Board
Business
Business Day
Business Hours
Change of Control
Cliff Period
Company
Competitor
Confidential Information
Constitution
Corporations Act
Deed of Accession
Director
Effective Date
Employee Share Scheme
Encumbrance
Fair Market Value
Founder Shares
Good Leaver
Grant Date
Initial Public Offering
Intellectual Property Rights
Liquidation Event
Material Breach
Milestone Vesting
Notice
Parties
Permanent Incapacity
Permitted Transfer
Related Body Corporate
Relevant Interest
Reserved Matter
Restricted Period
Share Certificate
Shareholders Agreement
Shares
Special Resolution
Tag-Along Right
Territory
Transfer
Unvested Shares
Vested Shares
Vesting Commencement Date
Vesting Period
Vesting Schedule
Definitions
Share Allocation
Vesting Terms
Vesting Schedule
Reverse Vesting
Share Rights
Transfer Restrictions
Good Leaver Provisions
Bad Leaver Provisions
Accelerated Vesting
Founder Commitments
Full-Time Commitment
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Share Certificates
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Death and Incapacity
Board Representation
Voting Rights
Reserved Matters
Information Rights
Dispute Resolution
Termination
Notices
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Counterparts
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
Legal
Human Resources
Executive Leadership
Board of Directors
Corporate Governance
Finance
Company Secretariat
Compliance
Corporate Development
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
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