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Founders Agreement

This Founders Agreement outlines the initial terms and conditions between the founders of a new company, establishing their roles, responsibilities, and equity ownership. It is crucial for setting clear expectations and preventing future disputes among founders.

Updated 15d ago
founders agreementequitystartupshareholdingcorporate governanceafrica

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

1. Introduction and Parties

This Founders Agreement (hereinafter referred to as 'Agreement') is made and entered into on this {{date}} day of {{month}}, {{year}}, by and between:

{{Founder_1_Full_Name}}, an adult male/female, holding Identity Number {{Founder_1_ID_Number}}, residing at {{Founder_1_Address}} (hereinafter referred to as 'Founder 1'); and

{{Founder_2_Full_Name}}, an adult male/female, holding Identity Number {{Founder_2_ID_Number}}, residing at {{Founder_2_Address}} (hereinafter referred to as 'Founder 2').

(Each a 'Founder' and collectively, the 'Founders').

2. Company Formation and Business Purpose

2.1 The Founders mutually agree to establish a company provisionally named '{{Proposed_Company_Name}}' (hereinafter referred to as the 'Company'), to be incorporated in {{Country_of_Incorporation}}.

2.2 The primary business purpose of the Company shall be to engage in {{Company_Primary_Business_Activity}}.

3. Equity Ownership and Vesting

3.1 The initial equity ownership of the Company shall be distributed as follows:

- Founder 1: {{Founder_1_Equity_Percentage}}% of the total issued share capital.

- Founder 2: {{Founder_2_Equity_Percentage}}% of the total issued share capital.

3.2 The shares allocated to each Founder shall be subject to a vesting schedule of {{Vesting_Period_Years}} years, with a {{Cliff_Period_Months}}-month cliff. Vesting shall occur monthly/quarterly thereafter. Unvested shares shall be repurchased by the Company at {{Repurchase_Price_Formula}} upon termination of a Founder's involvement before full vesting.

4. Roles, Responsibilities, and Contributions

4.1 Founder 1 shall serve as {{Founder_1_Role}} and shall be primarily responsible for {{Founder_1_Key_Responsibilities}}.

4.2 Founder 2 shall serve as {{Founder_2_Role}} and shall be primarily responsible for {{Founder_2_Key_Responsibilities}}.

4.3 Each Founder shall dedicate {{Time_Commitment_Percentage}}% of their full working time and efforts to the Company's business. Any external work or commitments must be approved by all Founders.

4.4 Initial capital contributions: Founder 1 shall contribute {{Founder_1_Capital_Contribution_Amount}} and Founder 2 shall contribute {{Founder_2_Capital_Contribution_Amount}}.

5. Decision-Making

5.1 Major decisions concerning the Company, including but not limited to the sale of the Company, significant capital expenditure, hiring and firing of key personnel, and material changes to the business plan, shall require the unanimous written consent of all Founders.

5.2 Operational decisions shall be made by {{Decision_Making_Method}}.

6. Confidentiality and Intellectual Property

6.1 Each Founder agrees to keep confidential all proprietary and confidential information of the Company and not to disclose such information to any third party without prior written consent.

6.2 All intellectual property (IP) developed by the Founders in connection with the Company's business shall be the sole property of the Company. Founders hereby assign all rights to such IP to the Company.

7. Non-Compete and Non-Solicitation

7.1 During the term of this Agreement and for a period of {{Non_Compete_Period_Months}} months/years following a Founder's departure from the Company, such Founder shall not directly or indirectly engage in any business that competes with the Company's primary business activities within {{Geographical_Area_of_Non_Compete}}.

7.2 During the term of this Agreement and for a period of {{Non_Solicitation_Period_Months}} months/years following a Founder's departure, such Founder shall not solicit or entice away any employees, clients, or partners of the Company.

8. Dispute Resolution

8.1 Any dispute or difference arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall first be referred to the Founders for good faith negotiations.

8.2 If negotiations fail to resolve the dispute within {{Negotiation_Period_Days}} days, the dispute shall be referred to mediation in accordance with the rules of {{Mediation_Body_Name}}.

8.3 If mediation is unsuccessful, the dispute shall be finally resolved by arbitration in accordance with the rules of {{Arbitration_Body_Name}}.

9. Governing Law

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

10. Signature Block

IN WITNESS WHEREOF, the Founders have executed this Agreement on the date first above written.

___________________________ ___________________________

{{Founder_1_Full_Name}} {{Founder_2_Full_Name}}

Date: {{Date_1}} Date: {{Date_2}}

Witness 1: ___________________________

Name: {{Witness_1_Name}}

ID No: {{Witness_1_ID_Number}}

Witness 2: ___________________________

Name: {{Witness_2_Name}}

ID No: {{Witness_2_ID_Number}}

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