Pre-Incorporation Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

PRE-INCORPORATION AGREEMENT

This Pre-Incorporation Agreement (hereinafter referred to as the “Agreement”) is made and entered into as of this {{date}} day of {{month}}, {{year}} (the “Effective Date”), by and between the undersigned individuals (hereinafter collectively referred to as the “Founders” and individually as a “Founder”).

1. Proposed Company Name and Business

1.1 The Founders agree to establish a company under the proposed name of {{proposed_company_name}} (the “Company”).

1.2 The primary business activities of the Company shall be {{company_business_description}}. The Founders agree that no material change to the proposed business activities shall be made without the unanimous written consent of all Founders.

2. Founders' Contributions

2.1 Each Founder shall contribute the following to the Company:

a) {{founder_1_name}}: {{founder_1_contribution_description}} (e.g., initial capital of {{founder_1_capital_contribution_amount}}, intellectual property rights to {{founder_1_ip_description}}, specific services of {{founder_1_service_description}})

b) {{founder_2_name}}: {{founder_2_contribution_description}} (e.g., initial capital of {{founder_2_capital_contribution_amount}}, intellectual property rights to {{founder_2_ip_description}}, specific services of {{founder_2_service_description}})

c) [Add more Founders as necessary]

3. Shareholding and Voting Rights

3.1 Upon incorporation, the shareholding of the Company shall be as follows:

a) {{founder_1_name}}: {{founder_1_percentage_ownership}}% of the issued share capital.

b) {{founder_2_name}}: {{founder_2_percentage_ownership}}% of the issued share capital.

c) [Add more Founders as necessary]

3.2 All decisions requiring a vote of the shareholders shall be made in accordance with the proportionate shareholding, unless otherwise agreed in writing in the Company's Articles of Incorporation or a subsequent Shareholders’ Agreement.

4. Pre-Incorporation Expenses and Liabilities

4.1 Any expenses incurred for the purpose of incorporating the Company or in furtherance of its proposed business activities prior to the Effective Date shall be borne by the Founders in the following proportions: {{founder_1_name}} ({{founder_1_expense_percentage}}%), {{founder_2_name}} ({{founder_2_expense_percentage}}%), etc. Unless otherwise agreed, these expenses shall be reimbursed by the Company upon its incorporation.

4.2 Any liabilities incurred by a Founder on behalf of the Company prior to its incorporation shall be disclosed to all other Founders and shall be the joint responsibility of the Founders in the same proportion as expenses, unless specifically agreed otherwise in writing.

5. Intellectual Property

5.1 Any intellectual property (including but not limited to patents, copyrights, trademarks, trade secrets, and designs) created by any Founder in contemplation of or during the pre-incorporation phase of the Company shall be assigned to the Company upon its incorporation.

5.2 The Founders agree to execute all necessary documents to effectuate such assignment.

6. Confidentiality

6.1 Each Founder agrees to keep confidential all information pertaining to the business, finances, affairs, and intellectual property of the proposed Company and the other Founders. This obligation of confidentiality shall survive the termination of this Agreement for a period of {{confidentiality_period}} years.

7. Governing Law and Dispute Resolution

7.1 This Agreement shall be governed by and construed in accordance with the laws of {{jurisdiction}}.

7.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the rules of {{arbitration_institution}} for the time being in force, which rules are deemed to be incorporated by reference into this clause. The seat of the arbitration shall be {{arbitration_city}}.

8. Termination

8.1 This Agreement shall terminate upon the incorporation of the Company and the execution of a formal Shareholders’ Agreement. Sections regarding confidentiality and intellectual property shall survive such termination.

8.2 This Agreement may be terminated by mutual written agreement of all Founders at any time prior to incorporation.

9. Entire Agreement

9.1 This Agreement constitutes the entire agreement between the Founders regarding the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

Signature Block

IN WITNESS WHEREOF, the Founders have executed this Pre-Incorporation Agreement on the Effective Date.

___________________________

{{founder_1_name}}

ID/Passport No: {{founder_1_id_number}}

___________________________

{{founder_2_name}}

ID/Passport No: {{founder_2_id_number}}

[Add more signature lines for additional Founders]