Company Letterhead
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
PRE-INCORPORATION AGREEMENT
This Pre-Incorporation Agreement ("Agreement") is made and entered into on this {{date_of_agreement}} day of {{month}}, {{year}}, by and between the undersigned individuals (hereinafter collectively referred to as "Founders" and individually as "Founder").
1. Purpose of the Agreement
The Founders intend to incorporate a private company under the laws of {{jurisdiction}} (the "Company") with the primary business of {{description_of_business}}. This Agreement sets forth the understanding and agreement between the Founders regarding the formation, operation, and initial ownership of the Company prior to and immediately following its incorporation.
2. Company Name and Registered Office
The proposed name of the Company shall be "{{proposed_company_name}}" or such other name as the Founders may mutually agree upon and as may be available for registration. The initial registered office of the Company shall be at {{registered_office_address}}.
4. Founder Contributions and Responsibilities
Each Founder agrees to contribute to the Company as follows:
- {{founder_1_name}}: {{founder_1_contribution_description}} (e.g., initial capital of {{founder_1_capital_contribution}}, intellectual property, services, etc.)
- {{founder_2_name}}: {{founder_2_contribution_description}}
- {{founder_n_name}}: {{founder_n_contribution_description}}
The Founders' initial responsibilities shall include, but not be limited to:
- {{founder_1_name}}: {{founder_1_initial_responsibilities}}
- {{founder_2_name}}: {{founder_2_initial_responsibilities}}
- {{founder_n_name}}: {{founder_n_initial_responsibilities}}
5. Management and Decision Making
Pending the formal appointment of directors and adoption of a Memorandum of Incorporation, all major decisions relating to the Company's formation and initial operations shall be made by unanimous consent of the Founders. Major decisions include, but are not limited to, material contracts, significant expenditures exceeding {{major_decision_threshold_amount}}, and changes to the Company's core business.
6. Expenses and Liabilities
All reasonable and documented expenses incurred by the Founders in connection with the formation and initial operation of the Company prior to its incorporation shall be reimbursed by the Company upon its incorporation. The Founders agree to share any liabilities incurred in connection with the pre-incorporation activities in proportion to their initial shareholding, unless otherwise agreed in writing.
7. Intellectual Property
All intellectual property developed by the Founders in connection with the Company's business prior to and during the term of this Agreement shall be assigned to and owned by the Company upon its incorporation, unless expressly agreed otherwise in writing. Each Founder agrees to execute all necessary documents to effect such assignment.
8. Confidentiality
Each Founder agrees to keep confidential all proprietary and confidential information relating to the Company's business, finances, and operations, both during the term of this Agreement and indefinitely thereafter. This obligation of confidentiality shall survive the termination of this Agreement.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.
SIGNATURES
IN WITNESS WHEREOF, the Founders have executed this Agreement as of the date first written above.
_____________________________
{{founder_1_name}}
ID Number: {{founder_1_id_number}}
_____________________________
{{founder_2_name}}
ID Number: {{founder_2_id_number}}
_____________________________
{{founder_n_name}}
ID Number: {{founder_n_id_number}}
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