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Co Founder Exit Agreement
"I need a Co-Founder Exit Agreement for an amicable separation where our CTO is leaving our Hong Kong-based fintech startup by March 2025, retaining 5% shareholding with no board rights but including a 12-month consultancy arrangement to complete ongoing projects."
1. Parties: Identifies the company, exiting co-founder, and remaining co-founders/shareholders
2. Background: Sets out the context of the co-founder's involvement, current shareholding, and reason for exit
3. Definitions: Defines key terms used throughout the agreement
4. Share Transfer Terms: Details the transfer of shares, including pricing, payment terms, and mechanics
5. Resignation and Release: Covers resignation from all positions (director, officer, employee) and mutual releases
6. Confidentiality Obligations: Ongoing obligations regarding company confidential information
7. Non-Compete and Non-Solicitation: Restrictions on future competitive activities and solicitation of employees/clients
8. Intellectual Property Rights: Assignment and handling of IP rights post-exit
9. Representations and Warranties: Standard warranties about share ownership, authority to enter agreement, etc.
10. Tax Matters: Handling of tax liabilities and obligations
11. Announcement and Communications: Agreement on how the exit will be communicated internally and externally
12. General Provisions: Standard boilerplate clauses including governing law, notices, entire agreement, etc.
1. Transition Services: Used when the exiting co-founder needs to provide handover or consulting services
2. Earnout Provisions: Include when part of the exit payment is contingent on future performance
3. Ongoing Projects: Needed when there are specific projects requiring attention post-exit
4. Board Observer Rights: Include if the exiting co-founder retains any shares and observation rights
5. Future Funding Rounds: Required if the exiting co-founder retains shares with specific rights in future rounds
6. Personal Guarantees: Include when dealing with release from personal guarantees given to banks/creditors
7. Employee Stock Options: Needed when addressing unvested options or special stock arrangements
1. Share Transfer Details: Detailed breakdown of shares being transferred and valuation methodology
2. Payment Schedule: If payment is in installments, details timing and amounts
3. Company IP Register: List of IP rights and specific arrangements for each
4. Ongoing Projects Schedule: Details of projects requiring transition or ongoing involvement
5. Released Claims: Specific list of claims being released by both parties
6. Company Positions: List of all positions held and to be resigned from
7. Handover Checklist: Detailed list of items, accounts, and materials to be returned or transferred
Authors
Board
Business
Business Day
Companies Ordinance
Company
Completion
Completion Date
Confidential Information
Consideration
Directors
Effective Date
Encumbrance
Exit Date
Group
Hong Kong
Intellectual Property Rights
Material Contracts
Non-Compete Period
Parties
Personal Guarantees
Prohibited Business
Related Companies
Remaining Co-Founders
Resignation Date
Restricted Period
Sale Shares
Share Transfer
Shareholders Agreement
Shares
Surviving Provisions
Territory
Third Party Rights
Trade Secrets
Transfer Documents
Transition Period
Warranties
Working Hours
Share Transfer
Purchase Price
Payment Terms
Completion
Resignation
Release of Claims
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Handover Obligations
Representations and Warranties
Tax Matters
Announcements
Transition Services
Future Cooperation
Personal Guarantees
Return of Company Property
Post-Termination Restrictions
Assignment
Notices
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Costs
Governing Law
Dispute Resolution
Force Majeure
Counterparts
Technology
Start-ups
Financial Services
E-commerce
Software Development
Professional Services
Manufacturing
Healthcare
Education Technology
Digital Media
Consulting
Retail
Legal
Human Resources
Executive Leadership
Board of Directors
Corporate Governance
Finance
Company Secretariat
Compliance
Operations
CEO
Managing Director
Company Director
Chief Technology Officer
Chief Financial Officer
Chief Operating Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Board Member
Founding Partner
Executive Director
Head of Legal
Head of Human Resources
Compliance Officer
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