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Founders Contract
"I need a Founders Contract for a technology startup with three co-founders, where two founders are contributing technical expertise and IP while one is contributing initial capital of $500,000, with provisions for external investment expected by March 2025."
1. Parties: Identifies all founding members and the company (if already incorporated)
2. Background: Outlines the context of the agreement, including the business concept and purpose of the arrangement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Business of the Company: Detailed description of the business activities and scope
5. Roles and Responsibilities: Defines each founder's position, duties, and commitments to the business
6. Capital Contributions: Details the initial and any agreed future capital contributions from each founder
7. Shareholding Structure: Specifies the allocation of shares among founders and share classes
8. Decision Making: Establishes voting rights and processes for key business decisions
9. Intellectual Property: Addresses ownership and assignment of IP created before and during the business
10. Confidentiality: Defines confidential information and obligations to maintain confidentiality
11. Non-Competition and Non-Solicitation: Restricts founders from competing activities and poaching employees/clients
12. Exit Provisions: Procedures for founder exit, including share transfer and valuation methods
13. Dispute Resolution: Process for resolving disagreements between founders
14. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments
1. Vesting Schedule: Used when founders' shares will vest over time to incentivize long-term commitment
2. Founder Employment Terms: Include when founders will be employees of the company
3. External Investment Provisions: Required if the company plans to seek external investment in the near future
4. Tag-Along and Drag-Along Rights: Include for protection in future sale scenarios
5. Founder Illness and Incapacity: Provisions for managing extended absence or incapacity of founders
6. Intellectual Property License: Used when existing IP is being licensed rather than transferred to the company
7. Family Succession Rights: Include if founders want to allow family members to inherit their interests
1. Schedule 1 - Business Plan: Detailed business plan including market analysis and financial projections
2. Schedule 2 - Initial Capital Contributions: Itemized list of cash, assets, and services contributed by each founder
3. Schedule 3 - Share Capital Structure: Detailed breakdown of shareholding including share classes and rights
4. Schedule 4 - Existing IP Schedule: List of pre-existing IP being transferred or licensed to the company
5. Schedule 5 - Deed of Accession: Template for new shareholders to join the agreement
6. Schedule 6 - Valuation Methodology: Agreed method for valuing shares in various transfer scenarios
7. Appendix A - Key Performance Indicators: Metrics for measuring founder performance and business success
8. Appendix B - Company Constitution: Copy of or reference to the company constitution
Authors
Definitions
Business Purpose
Company Formation
Share Structure
Capital Contributions
Founder Commitments
Roles and Responsibilities
Decision Making
Board Composition
Voting Rights
Share Transfer Restrictions
Vesting
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Financial Management
Dividend Policy
Exit Rights
Tag-Along Rights
Drag-Along Rights
Good Leaver Provisions
Bad Leaver Provisions
Death and Incapacity
Dispute Resolution
Termination
Buy-Out Rights
Share Valuation
Further Funding
Pre-emptive Rights
Information Rights
Amendment Procedures
Governing Law
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Technology
E-commerce
Financial Services
Healthcare
Manufacturing
Professional Services
Media and Entertainment
Retail
Education
Biotechnology
Clean Energy
Real Estate
Hospitality
Consulting
Software Development
Legal
Executive Leadership
Corporate Governance
Business Development
Finance
Operations
Administration
Company Secretariat
Founder
Co-founder
Chief Executive Officer
Chief Technology Officer
Chief Financial Officer
Chief Operating Officer
Managing Director
Company Director
Legal Counsel
Corporate Lawyer
Business Development Manager
Startup Advisor
Venture Capitalist
Angel Investor
Company Secretary
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