Co Founder Exit Agreement Template for United States

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Key Requirements PROMPT example:

Co Founder Exit Agreement

"I need a Co-Founder Exit Agreement for my technology startup where I'm leaving to pursue another opportunity, with a planned exit date of March 1, 2025, including provisions for maintaining my 15% equity stake and ongoing advisory role for 12 months."

Document background
The Co-Founder Exit Agreement is a critical legal instrument used when a founding member decides to leave or is required to separate from a company. This document, structured according to United States federal and state legal requirements, serves as a comprehensive framework for managing the complex process of a co-founder's departure. It becomes necessary when there's a need to formalize the separation terms, handle equity transfers, protect intellectual property rights, and establish post-exit obligations. The agreement typically includes detailed provisions for share valuation and transfer, confidentiality requirements, non-compete restrictions, and release of claims. It's particularly important in protecting both the departing co-founder's rights and the company's interests, while ensuring a smooth transition of responsibilities and maintaining business continuity. The document must comply with various U.S. regulations, including securities laws, corporate statutes, and state-specific requirements regarding non-compete provisions and equity transfers.
Suggested Sections

1. Parties: Identifies the departing co-founder, remaining co-founders, and the company

2. Background: Outlines the history of the company, the co-founder's role, and reasons for separation

3. Definitions: Defines key terms used throughout the agreement

4. Resignation and Effective Date: Specifies the co-founder's resignation from all positions and the effective date

5. Purchase of Shares: Details the transfer or buyout of the departing co-founder's equity

6. Purchase Price and Payment Terms: Specifies the consideration and payment structure for the equity buyout

7. Representations and Warranties: Statements of fact from both parties about their authority, ownership, and other key matters

8. Confidentiality Obligations: Ongoing duties regarding company confidential information

9. Intellectual Property Rights: Assignment and confirmation of IP rights to the company

10. Non-Compete and Non-Solicitation: Restrictions on future competitive activities and employee/customer solicitation

11. Release of Claims: Mutual release of claims between parties

12. Continuing Obligations: Any ongoing duties or responsibilities of the departing co-founder

13. Governing Law and Jurisdiction: Specifies the applicable law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Transition Services: Details any temporary services the departing founder will provide during transition period

2. Ongoing Projects: Addresses handling of specific projects that were under the departing founder's management

3. Benefits Continuation: Details about post-separation benefits or COBRA rights if applicable

4. Future Cooperation: Obligations to assist in future matters like litigation or intellectual property protection

5. Earn-Out Provisions: Structure for additional payments based on future company performance

6. Board Observer Rights: Any continuing rights to observe board meetings or receive information

7. Tax Matters: Specific tax-related provisions if complex tax implications exist

8. Public Announcements: Controls over public statements regarding the separation

9. Insurance and Indemnification: Continued D&O insurance coverage and indemnification rights

10. Return of Company Property: Detailed provisions for returning company assets and verification process

Suggested Schedules

1. Schedule A - Share Ownership Details: Complete breakdown of shares owned and to be transferred

2. Schedule B - Payment Schedule: Detailed payment terms and dates for the share purchase

3. Schedule C - Company IP Register: List of IP rights being confirmed as company property

4. Schedule D - Company Property: Inventory of physical and digital assets to be returned

5. Schedule E - Ongoing Projects: List of projects requiring transition or handover

6. Schedule F - Resignation Letters: Form of resignation letters from various positions

7. Appendix 1 - Release Form: Detailed form of mutual release

8. Appendix 2 - Confidentiality Agreement: Detailed confidentiality terms and requirements

9. Appendix 3 - Non-Compete Terms: Specific terms and geographical scope of non-compete provisions

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

Software Development

E-commerce

Financial Services

Healthcare Technology

Manufacturing

Professional Services

Media and Entertainment

Biotechnology

Consumer Products

Real Estate

Education Technology

Renewable Energy

Retail

Consulting Services

Relevant Teams

Legal

Executive Leadership

Board of Directors

Human Resources

Finance

Corporate Governance

Compliance

Operations

Administration

Relevant Roles

Chief Executive Officer

Chief Operating Officer

Chief Technology Officer

Chief Financial Officer

Chief Product Officer

Chief Marketing Officer

Founder

Co-Founder

Managing Director

Executive Director

Board Member

Company Secretary

General Counsel

Legal Director

Corporate Lawyer

HR Director

Vice President of Operations

Head of Business Development

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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