Founders Contract Generator for Germany

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Key Requirements PROMPT example:

Founders Contract

"I need a Founders Contract for a technology startup in Berlin with three co-founders, where two founders will work full-time and one will be part-time, including 4-year vesting provisions and specific clauses for IP rights in AI development."

Document background
The Founders Contract (Gründervertrag) is a crucial document required when establishing a new company in Germany. It is typically used at the initial stages of company formation when two or more founders come together to establish a business venture. The document must comply with German legal requirements, including mandatory notarization, and serves multiple purposes: it defines the relationship between founders, establishes the company's structure, outlines capital contributions, sets management rules, and provides mechanisms for dispute resolution. The contract is particularly important as it creates a clear framework for the company's operation and helps prevent future disagreements by addressing potential issues upfront. This document is essential for obtaining necessary registrations and permits under German law and often serves as a reference point for future corporate actions or investment rounds.
Suggested Sections

1. Parties: Identification and details of all founding members

2. Background: Context of the company formation and founders' intentions

3. Definitions: Key terms used throughout the agreement

4. Company Formation: Details of the company structure, legal form, and registration requirements

5. Capital Structure: Initial capital contributions and shareholding distribution

6. Contributions of Founders: Specific contributions (cash, assets, IP, know-how) from each founder

7. Management and Decision Making: Governance structure, voting rights, and decision-making processes

8. Profit and Loss Sharing: Distribution of profits and handling of losses

9. Intellectual Property Rights: Assignment and handling of IP created before and during company operation

10. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of company information

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

12. Exit Provisions: Procedures for founder departure, including good/bad leaver provisions

13. Term and Termination: Duration of the agreement and termination conditions

14. Dispute Resolution: Procedures for handling disagreements and jurisdiction

15. Final Provisions: Severability, entire agreement, and governing law clauses

Optional Sections

1. Vesting Provisions: Include when implementing share vesting schedules for founders

2. Employee Participation Program: Include when planning future employee stock option plans

3. Advisory Board: Include when establishing an advisory board structure

4. Drag-Along/Tag-Along Rights: Include for future investment or exit scenarios

5. Dead-Lock Resolution: Include for companies with equal shareholding

6. International Operations: Include when planning international business activities

7. Founder Employment: Include when founders will be employed by the company

8. Future Financing Provisions: Include when anticipating future investment rounds

Suggested Schedules

1. Business Plan: Detailed business concept and strategy

2. Initial Shareholding Structure: Detailed breakdown of share distribution

3. Intellectual Property Schedule: List of existing IP being transferred to the company

4. Founder Responsibilities: Detailed roles and responsibilities of each founder

5. Capital Contributions Schedule: Detailed list of initial contributions (cash and non-cash)

6. Vesting Schedule: Details of share vesting timelines and conditions

7. Company Bylaws: Detailed internal regulations of the company

8. List of Reserved Matters: Decisions requiring special majority or unanimous consent

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

Manufacturing

Professional Services

Healthcare

Financial Services

Software Development

Biotechnology

Real Estate

Retail

Media and Entertainment

Consulting

Education

Clean Technology

Food and Beverage

Relevant Teams

Legal

Executive Leadership

Corporate Development

Finance

Compliance

Business Development

Corporate Governance

Administrative

Strategy

Investment

Relevant Roles

Founder

Co-Founder

CEO

Managing Director

Chief Legal Officer

General Counsel

Corporate Lawyer

Business Development Director

Chief Financial Officer

Company Secretary

Startup Advisor

Venture Capital Associate

Investment Manager

Corporate Development Manager

Compliance Officer

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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