Cofounder Agreement Template for Singapore

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Key Requirements PROMPT example:

Cofounder Agreement

"I need a Cofounder Agreement for a Singapore-based fintech startup with three cofounders, where I'll own 40% and need to include specific vesting conditions over 4 years starting January 2025 for my two technical cofounders who will each own 30%."

Document background
The Cofounder Agreement is a foundational document used when establishing a new business venture in Singapore. It should be implemented at the earliest stages of company formation, ideally before or during incorporation. This agreement defines the fundamental relationship between cofounders, including equity splits, vesting schedules, roles, responsibilities, and decision-making processes. Under Singapore law, while not legally required, this agreement provides crucial protection for all parties and helps prevent future disputes. It addresses key aspects such as intellectual property rights, confidentiality, non-compete provisions, and exit mechanisms, all within the framework of Singapore's corporate and contract law.
Suggested Sections

1. Parties: Identification and details of all cofounders

2. Background: Context of the agreement and business venture

3. Definitions: Key terms used throughout the agreement

4. Equity Structure: Distribution of shares and ownership

5. Roles and Responsibilities: Detailed description of each cofounder's duties

6. Decision Making: Governance structure and voting rights

7. Intellectual Property: Ownership and protection of IP

8. Confidentiality: Protection of company secrets and information

9. Term and Termination: Duration and ending of agreement

Optional Sections

1. Vesting Schedule: Terms of share vesting over time - use when shares are to be earned over time rather than granted immediately

2. Tag-Along Rights: Rights to join in sale of shares - use when protecting minority shareholders

3. Drag-Along Rights: Ability to force minority shareholders to join in sale - use when facilitating potential future sale

4. Death/Incapacity Provisions: Procedures in case of founder death or incapacity - use when founders want clarity on succession

Suggested Schedules

1. Share Capital Table: Detailed breakdown of shareholding structure

2. Business Plan: Initial business strategy and objectives

3. Vesting Schedule Details: Specific timeline and conditions for share vesting

4. IP Assignment Deed: Formal transfer of pre-existing IP to company

5. Key Performance Indicators: Metrics for measuring founder performance

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
Industries

Companies Act (Cap. 50): Primary legislation governing company formation, management, directors' duties, shareholding structures, share transfers, and corporate governance requirements in Singapore

Employment Act (Cap. 91): Regulates employment relationships, including working hours, compensation, and leave entitlements, which may be relevant even for cofounders who are directors

Securities and Futures Act (Cap. 289): Governs share issuance, securities trading restrictions, and disclosure requirements for companies in Singapore

Contract Law: Based on Common Law principles, covers formation of valid contracts, contractual obligations, remedies, and consideration requirements

Personal Data Protection Act 2012: Regulates the handling of personal data and privacy obligations for organizations operating in Singapore

Patents Act: Part of IP law framework, governing protection of inventions and technological innovations

Copyright Act: Protects original works and creative expressions, crucial for intellectual property assignments in cofounder agreements

Trade Marks Act: Governs protection of company brands, logos, and distinctive marks

Competition Act (Cap. 50B): Regulates market competition and influences the scope of non-compete provisions in cofounder agreements

Equity Distribution Provisions: Key contractual component defining initial and ongoing share ownership between cofounders

Roles and Responsibilities Framework: Contractual structure defining each cofounder's duties, obligations, and areas of responsibility

Decision-Making Authority: Governance framework specifying voting rights and decision-making processes

Exit Provisions: Terms governing founder departures, share transfers, and company sale scenarios

Dispute Resolution Mechanism: Framework for handling disagreements and conflicts between cofounders

Confidentiality Obligations: Terms protecting company secrets, proprietary information, and business plans

Vesting Schedule Framework: Structure for gradual acquisition of equity rights over time to ensure long-term commitment

Death/Incapacity Provisions: Terms governing succession and share handling in case of founder death or inability to serve

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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