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Co Founder Exit Agreement
"I need a Co-Founder Exit Agreement for an amicable departure where our technical co-founder will sell their 25% shareholding to the remaining founders, with a 3-month transition period starting March 1, 2025, including knowledge transfer provisions and ongoing technical consultancy arrangements."
1. Parties: Identification of the departing co-founder, remaining co-founders, and the company
2. Background: Context of the co-founder relationship, reason for exit, and current company structure
3. Definitions: Key terms used throughout the agreement
4. Share Transfer: Terms and conditions of the share transfer, including pricing and payment terms
5. Consideration: Details of the exit package, including monetary compensation and other benefits
6. Completion: Process and requirements for completing the exit transaction
7. Confidentiality: Ongoing obligations regarding company confidential information
8. Non-Competition and Non-Solicitation: Restrictions on future competitive activities and client/employee solicitation
9. Release and Waiver: Mutual release of claims and liabilities
10. Announcements and Communications: Agreed approach to internal and external communications about the exit
11. Tax Matters: Tax implications and responsibilities
12. General Provisions: Standard legal clauses including governing law, jurisdiction, and entire agreement
13. Execution: Signature blocks and execution requirements
1. Employment Termination: Required if the co-founder is also an employee, covering employment termination terms
2. Intellectual Property Rights: Needed if there are specific IP rights to be transferred or retained
3. Earnout Provisions: Used when part of the exit payment is contingent on future performance
4. Continuing Director Duties: Required if the co-founder will retain any director responsibilities
5. Share Option Treatment: Needed if there are outstanding share options or other equity instruments
6. Transitional Services: Used when the departing co-founder will provide transition support
7. Company Loans and Debts: Required if there are outstanding loans or debts between parties
8. Personal Guarantees: Needed if the departing co-founder has provided personal guarantees
1. Share Transfer Details: Detailed information about shares being transferred, including share certificates
2. Valuation Report: Independent valuation of the shares or business
3. Payment Schedule: Detailed payment terms and installment schedule if applicable
4. Company Assets and Liabilities: Current financial position of the company
5. Intellectual Property Register: List of IP rights and their ownership status
6. Outstanding Obligations: List of ongoing commitments and their treatment
7. Required Consents: List of third-party consents needed for the exit
8. Resignation Letters: Template or copies of resignation letters from relevant positions
Authors
Articles of Association
Board
Business
Business Day
Company
Completion
Completion Date
Confidential Information
Consideration
Departing Co-Founder
Effective Date
Encumbrance
Existing Shareholders Agreement
Group
Intellectual Property Rights
Management Board
Material Adverse Change
Notary
Parties
Purchase Price
Remaining Co-Founders
Restricted Period
Share Transfer
Shares
Shareholders
Shareholders Register
Supervisory Board
Territory
Third Party Rights
Trade Secrets
Transaction Documents
Transfer Deed
Valuation
Working Day
Purchase Price
Payment Terms
Completion Mechanics
Warranties and Representations
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property Rights
Release of Claims
Indemnification
Tax Matters
Post-Completion Obligations
Public Announcements
Transitional Services
Further Assurance
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Notices
Assignment
Third Party Rights
Costs
Good Faith
Waiver
Amendment
Counterparts
Data Protection
Board Resignation
Employee Matters
Company Property Return
Continuing Obligations
Share Options Treatment
Technology
Software
E-commerce
Financial Services
Professional Services
Healthcare
Manufacturing
Retail
Media and Entertainment
Real Estate
Consulting
Biotechnology
Clean Energy
Consumer Goods
Education Technology
Legal
Finance
Board
Executive
Human Resources
Corporate Governance
Administration
Strategy
Business Development
CEO
Managing Director
Co-Founder
Chief Financial Officer
General Counsel
Corporate Lawyer
Board Member
Company Secretary
Chief Legal Officer
Head of Legal
Chief Operating Officer
HR Director
Finance Director
Business Development Director
Commercial Director
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