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Pre Incorporation Founders Agreement
"Need a Pre Incorporation Founders Agreement for a Singapore-based fintech startup with three co-founders, where two founders are contributing technical IP and one is contributing capital of SGD 500,000, with plans to incorporate by March 2025."
1. Parties: Identification and details of all founding members entering into the agreement
2. Background: Context of the agreement and founders' intention to incorporate the company
3. Definitions: Key terms and their meanings used throughout the agreement
4. Proposed Business: Description of intended business activities and objectives
5. Roles and Responsibilities: Detailed outline of each founder's duties, commitments, and expectations
6. Capital Contributions: Initial investments, ownership structure, and shareholding details
7. Intellectual Property Rights: Assignment and ownership of existing and future intellectual property
8. Confidentiality: Protection of sensitive information and trade secrets
1. Non-Compete Provisions: Restrictions on competitive activities and protection of business interests
2. Vesting Schedule: Timeline and conditions for equity vesting arrangements
3. Exit Provisions: Procedures and terms for founder departure or withdrawal
4. Dispute Resolution: Mechanisms and procedures for resolving disagreements between founders
1. Schedule 1: Business Plan: Detailed business proposal, implementation strategy, and milestones
2. Schedule 2: Capital Contributions Schedule: Detailed breakdown of founders' investments, valuations, and payment terms
3. Schedule 3: IP Schedule: Comprehensive list of existing IP and assignment details
4. Schedule 4: Vesting Schedule: Detailed equity vesting timeline, conditions, and cliff periods
Authors
Business
Business Plan
Capital Contribution
Company
Confidential Information
Effective Date
Founders
Founding Shares
Initial Capital
Intellectual Property
Material Decision
Pre-Incorporation Period
Proposed Company
Related Parties
Reserved Matters
Shareholders
Share Capital
Territory
Vesting Period
Vesting Schedule
Business Day
Board
Deadlock
Default Event
Exit Event
Fair Market Value
Force Majeure Event
Good Leaver
Bad Leaver
Incorporation Date
Management
Parties
Pre-Existing IP
Developed IP
Restricted Business
Transfer
Conditions Precedent
Business of the Company
Capital Contributions
Ownership Structure
Roles and Responsibilities
Decision Making
Reserved Matters
Intellectual Property Rights
Confidentiality
Non-Competition
Non-Solicitation
Vesting
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Deadlock Resolution
Default Events
Exit Provisions
Good Leaver/Bad Leaver
Death and Incapacity
Force Majeure
Termination
Dispute Resolution
Governing Law
Assignment
Notices
Entire Agreement
Severability
Costs
Further Assurance
Variations
Waiver
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