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Co Founder Separation Agreement
"I need a Co-Founder Separation Agreement for an amicable exit where our technical co-founder is leaving to pursue other opportunities but will retain 5% shareholding and provide 3 months of transition support starting March 1, 2025."
1. Parties: Identification of all parties to the agreement, including the departing co-founder, remaining co-founders, and the company
2. Background: Context of the co-founder relationship, company formation, and reasons for separation
3. Definitions: Definitions of key terms used throughout the agreement
4. Effective Date: Specifies when the separation becomes effective
5. Resignation and Relinquishment: Details of the co-founder's resignation from all positions and relinquishment of duties
6. Financial Settlement: Terms of financial settlement, including share valuation and payment terms
7. Share Transfer: Provisions governing the transfer of shares owned by the departing co-founder
8. Intellectual Property Rights: Assignment and retention of intellectual property rights
9. Confidentiality: Ongoing obligations regarding confidential information
10. Non-Compete and Non-Solicitation: Restrictions on future competitive activities and solicitation of employees/clients
11. Mutual Release: Release of claims between parties
12. Representations and Warranties: Standard representations and warranties from all parties
13. Governing Law: Specification of South African law as governing law
14. Dispute Resolution: Process for resolving any disputes arising from the agreement
15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Transition Period: Used when the co-founder needs to assist in transitioning their responsibilities - includes duration and scope of transition assistance
2. Ongoing Consulting Arrangement: Include when the departing co-founder will continue to provide consulting services to the company
3. Board Observation Rights: Required if the departing co-founder retains any shares and is granted board observation rights
4. Tax Indemnification: Include when there are specific tax implications that need to be addressed
5. Insurance and Benefits: Necessary when dealing with ongoing insurance coverage or benefit arrangements
6. Public Announcements: Include for high-profile separations or public companies requiring coordinated communications
7. Return of Company Property: Include when there is significant company property to be returned
8. Future Financing Rights: Include if the departing founder retains any rights related to future funding rounds
9. Earnout Provisions: Used when part of the settlement includes future performance-based payments
1. Schedule A - Share Details: Details of shares held, valuation, and transfer terms
2. Schedule B - Financial Settlement Terms: Detailed breakdown of all financial elements of the settlement
3. Schedule C - Company Property: List of all company property to be returned or retained
4. Schedule D - Intellectual Property: Comprehensive list of IP rights and their disposition
5. Schedule E - Ongoing Obligations: Detailed description of any ongoing obligations or restrictions
6. Appendix 1 - Share Valuation Report: Independent valuation report for share transfer
7. Appendix 2 - Resignation Letters: Forms of resignation from various positions
8. Appendix 3 - Public Announcement: Agreed form of any public announcements regarding the separation
9. Appendix 4 - Transfer Documents: Share transfer forms and other necessary transfer documentation
Authors
Appointed Date
Board
Business
Business Day
Company
Completion
Completion Date
Confidential Information
Consideration
Departing Founder
Effective Date
Encumbrance
Founding Documents
Group
Intellectual Property Rights
Key Contracts
Material Adverse Change
MOI
Parties
Remaining Founders
Resignation Date
Restricted Period
Separation Payment
Share Capital
Shares
Share Transfer
Shareholder Agreement
Subsidiary
Territory
Trade Secrets
Transition Period
Valuation Date
Warranties
Working Hours
Companies Act
Competition Law
Proprietary Information
Related Persons
Settlement Amount
Strategic Information
Tax
Transfer Documents
Voting Rights
Company Property
Dispute
Governing Law
Restricted Business
Termination Date
Resignation
Share Transfer
Purchase Price
Payment Terms
Intellectual Property Assignment
Confidentiality
Non-Competition
Non-Solicitation
Mutual Release
Representations and Warranties
Tax Indemnity
Company Property Return
Transition Services
Public Announcements
Further Assurance
Dispute Resolution
Governing Law
Severability
Assignment
Waiver
Entire Agreement
Force Majeure
Notices
Costs
Amendment
Good Faith
Breach
Remedies
Termination
Survival
Board Resignation
Share Certificate Delivery
Restrictive Covenants
Release of Claims
Data Protection
Publicity Rights
Third Party Rights
Time of Essence
Counterparts
Technology
E-commerce
Financial Services
Professional Services
Manufacturing
Healthcare
Education Technology
Media and Entertainment
Retail
Consulting
Software Development
Biotechnology
Real Estate
Environmental Services
Telecommunications
Legal
Finance
Human Resources
Board of Directors
Executive Leadership
Corporate Governance
Risk Management
Compliance
Company Secretariat
Strategic Planning
Operations
Chief Executive Officer
Managing Director
Company Director
Chief Financial Officer
Chief Operating Officer
Chief Technology Officer
Chief Legal Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Business Development Director
Board Member
Shareholder
Venture Capitalist
Investment Manager
HR Director
Financial Controller
Risk Manager
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