Co Founder Separation Agreement Template for South Africa

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Key Requirements PROMPT example:

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."

Document background
The Co-Founder Separation Agreement is a crucial legal document used when one or more founders decide to part ways with a business they helped establish. This agreement, governed by South African law, becomes necessary when co-founders need to formally separate their interests, responsibilities, and obligations from the company. It typically comes into play during situations such as strategic disagreements, personal circumstances, or when a co-founder pursues other opportunities. The document comprehensively addresses share valuations, transfer mechanisms, intellectual property rights, confidentiality requirements, and non-compete provisions, all while ensuring compliance with South African legal requirements, including the Companies Act, Labor Relations Act, and relevant tax legislation. It serves as a vital tool for managing potential disputes and establishing clear parameters for the separation process while protecting both the departing founder's interests and the company's future operations.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

E-commerce

Financial Services

Professional Services

Manufacturing

Healthcare

Education Technology

Media and Entertainment

Retail

Consulting

Software Development

Biotechnology

Real Estate

Environmental Services

Telecommunications

Relevant Teams

Legal

Finance

Human Resources

Board of Directors

Executive Leadership

Corporate Governance

Risk Management

Compliance

Company Secretariat

Strategic Planning

Operations

Relevant Roles

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

Industries
Companies Act 71 of 2008: Primary legislation governing companies in South Africa, including provisions for director duties, shareholding, and corporate governance structures that would be relevant in a founder's exit
Employment Equity Act 55 of 1998: If the co-founder was also an employee, this Act ensures fair treatment and non-discrimination in the separation process
Income Tax Act 58 of 1962: Governs the tax implications of the separation, including the treatment of share transfers, payouts, and any other financial considerations
Protection of Personal Information Act (POPIA) 4 of 2013: Ensures proper handling of personal information during the separation process and establishes ongoing obligations regarding confidential information
Intellectual Property Rights from Publicly Financed Research and Development Act 51 of 2008: Relevant for handling intellectual property rights, especially if the company received public funding or grants
Competition Act 89 of 1998: May be relevant if the separation involves non-compete clauses or market competition considerations
Labor Relations Act 66 of 1995: Applicable if the co-founder had an employment relationship with the company, governing the termination of that relationship
Patents Act 57 of 1978: Relevant for addressing ownership and rights to any patented innovations or inventions during the separation
Copyright Act 98 of 1978: Governs the ownership and transfer of copyrighted materials in the separation agreement
Electronic Communications and Transactions Act 25 of 2002: Relevant for digital assets, electronic signatures, and online business aspects of the separation
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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