Founders Contract Template for Australia

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Key Requirements PROMPT example:

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."

Document background
The Founders Contract is a crucial legal document for any new business venture in Australia, typically implemented during the company's formation or early stages. This agreement is essential when two or more individuals come together to establish a business, setting out the fundamental terms of their relationship and business operations. The document addresses key aspects such as equity distribution, roles and responsibilities, decision-making processes, and intellectual property rights, all within the framework of Australian corporate law. It serves as a preventive measure against future disputes and provides clarity on crucial business matters, incorporating relevant provisions from the Corporations Act 2001 and other applicable Australian legislation. The Founders Contract is particularly important for protecting all parties' interests and ensuring a clear understanding of their commitments and expectations in the business venture.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

E-commerce

Financial Services

Healthcare

Manufacturing

Professional Services

Media and Entertainment

Retail

Education

Biotechnology

Clean Energy

Real Estate

Hospitality

Consulting

Software Development

Relevant Teams

Legal

Executive Leadership

Corporate Governance

Business Development

Finance

Operations

Administration

Company Secretariat

Relevant Roles

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

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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