Founders Collaboration Agreement Template for Switzerland

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Key Requirements PROMPT example:

Founders Collaboration Agreement

"I need a Founders Collaboration Agreement for a Swiss AI startup with three co-founders, where one founder is bringing existing IP and another will be working part-time until March 2025; the agreement needs strong IP protection clauses and clear vesting provisions."

Document background
The Founders Collaboration Agreement is a critical document used when two or more individuals decide to establish a business venture together in Switzerland. This agreement should be put in place during the earliest stages of business planning, ideally before company incorporation or any significant business activities commence. The document serves as a comprehensive framework that governs the relationship between founders, establishing clear guidelines for ownership, management, and operation of the future business. It addresses key aspects such as equity distribution, roles and responsibilities, intellectual property rights, decision-making processes, and exit provisions. As a Swiss law-governed document, it incorporates specific requirements from the Swiss Code of Obligations and other relevant Swiss legislation, ensuring legal compliance while providing flexibility for future business growth. The agreement helps prevent potential conflicts by clearly documenting the founders' understanding and commitments from the outset.
Suggested Sections

1. Parties: Identification and details of all founding members entering into the agreement

2. Background: Context of the collaboration, business idea, and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Business of the Company: Detailed description of the intended business activities and scope

5. Founders' Commitments: Time commitment, exclusivity, and general obligations of each founder

6. Roles and Responsibilities: Specific roles, duties, and areas of responsibility for each founder

7. Decision Making: Process for making key business decisions and voting rights

8. Capital Contributions: Initial contributions (monetary and non-monetary) from each founder

9. Ownership Structure: Distribution of shares/ownership and vesting provisions

10. Intellectual Property Rights: Assignment and protection of IP created before and during the collaboration

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Competition: Restrictions on competing activities during and after the collaboration

13. Exit Provisions: Procedures for founder departure, share transfers, and company sale

14. Termination: Circumstances and procedures for terminating the agreement

15. General Provisions: Standard legal clauses including governing law, jurisdiction, and amendments

Optional Sections

1. Salary and Compensation: Terms of founder compensation, applicable when founders receive salary or other benefits

2. External Investment: Procedures for seeking and accepting external investment, relevant if fundraising is planned

3. Board Structure: Composition and operation of the board, needed for more formal governance structures

4. Founder Illness/Incapacity: Procedures in case of long-term illness or incapacity of a founder

5. Dispute Resolution: Detailed mediation and arbitration procedures, recommended for international founders

6. Tag-Along Rights: Protection for minority shareholders in case of share sale

7. Drag-Along Rights: Ability to force minority shareholders to join in company sale

8. Advisory Board: Structure and role of advisory board, if one is planned

9. Insurance: Requirements for business and personal insurance coverage

Suggested Schedules

1. Schedule 1 - Business Plan: Detailed business plan and strategic objectives

2. Schedule 2 - Initial Contributions: Detailed list of each founder's initial contributions (cash, assets, IP)

3. Schedule 3 - Ownership Structure: Detailed cap table and vesting schedules

4. Schedule 4 - Roles and Responsibilities Matrix: Detailed breakdown of each founder's duties and areas of responsibility

5. Schedule 5 - Pre-Existing IP: List and description of any IP brought into the business by founders

6. Schedule 6 - Reserved Matters: List of decisions requiring unanimous or special majority approval

7. Schedule 7 - Company Policies: Key operational policies and procedures

8. Appendix A - Deed of Adherence: Template for new parties to join the agreement

9. Appendix B - Share Transfer Notice: Template for share transfer notifications

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 and Software

E-commerce

Financial Services

Healthcare

Manufacturing

Professional Services

Media and Entertainment

Real Estate

Education

Retail

Biotechnology

Clean Energy

Consumer Goods

Telecommunications

Transportation and Logistics

Relevant Teams

Legal

Executive Leadership

Corporate Development

Business Development

Strategy

Finance

Administration

Company Secretariat

Compliance

Risk Management

Relevant Roles

Founder

Co-founder

Chief Executive Officer

Chief Technology Officer

Chief Financial Officer

Chief Operating Officer

Chief Legal Officer

Corporate Lawyer

General Counsel

Business Development Director

Managing Director

Company Secretary

Startup Advisor

Venture Capitalist

Investment Manager

Legal Counsel

Entrepreneurship Consultant

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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