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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 distribution. It is crucial for setting clear expectations and preventing future disputes among the founding members.

Updated 16d ago
Founders AgreementStartupEquityRolesResponsibilitiesShareholdingSouthern AfricaSME

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Preamble

This Founders Agreement (the "Agreement") is made and entered into as of {{date_of_agreement}} (the "Effective Date") by and among the following individuals (collectively referred to as the "Founders" and individually as a "Founder"):

- {{founder_1_name}}, residing at {{founder_1_address}}

- {{founder_2_name}}, residing at {{founder_2_address}}

(add more founders as necessary)

WHEREAS, the Founders desire to establish a company provisionally named "{{company_provisional_name}}" (the "Company") to {{company_business_description}}.

WHEREAS, the Founders wish to define their respective rights, obligations, and ownership interests in the Company.

Formation of the Company

The Founders agree to incorporate a private company with limited liability under the laws of {{country_of_incorporation}}, with the proposed name "{{company_legal_name}}" or such other name as the Founders may agree upon and as may be approved by the relevant authorities.

The initial registered address of the Company shall be {{registered_address}}.

Capital Contributions and Equity Ownership

The Founders agree to contribute capital to the Company as follows:

- {{founder_1_name}}: {{founder_1_initial_contribution}} in exchange for {{founder_1_percentage_ownership}}% of the total issued share capital.

- {{founder_2_name}}: {{founder_2_initial_contribution}} in exchange for {{founder_2_percentage_ownership}}% of the total issued share capital.

(add more founders as necessary)

The issued share capital shall consist of {{number_of_shares}} ordinary shares each with a par value of {{par_value_per_share}}.

The Founders agree that the equity allocation reflects their respective initial contributions, intellectual property, experience, and anticipated future efforts.

Roles and Responsibilities

The Founders shall initially hold the following positions within the Company:

- {{founder_1_name}}: {{founder_1_role}} with primary responsibilities including {{founder_1_responsibilities}}.

- {{founder_2_name}}: {{founder_2_role}} with primary responsibilities including {{founder_2_responsibilities}}.

(add more founders as necessary)

Specific duties and responsibilities may be further detailed in separate employment agreements or resolutions of the board of directors.

Vesting Schedule (Optional)

The shares allocated to each Founder shall be subject to a vesting schedule over a period of {{vesting_period_years}} years, with {{vesting_percentage_initial}}% vesting immediately upon signing this Agreement, and the remaining shares vesting in {{vesting_frequency}} installments over the vesting period. Any unvested shares shall be repurchased by the Company at a nominal value upon a Founder's departure for any reason, unless otherwise agreed by the remaining Founders.

A standard one-year 'cliff' period shall apply, meaning no further shares will vest until the completion of one full year of continuous service.

Decision Making

All major decisions regarding the Company’s operations, strategy, and finances shall require the unanimous written consent of all Founders for a period of {{unanimous_decision_period}} months from the Effective Date. Thereafter, decisions requiring a special resolution (e.g., changes to share capital, sale of the company, appointment/removal of directors) shall require the approval of Founders holding at least {{supermajority_percentage}}% of the issued share capital. All other ordinary business decisions shall be made by simple majority vote of the Founders.

Confidentiality and Non-Compete

Each Founder agrees to keep confidential all proprietary and confidential information of the Company both during and after their engagement with the Company. Founders shall not directly or indirectly engage in any business activity that competes with the Company’s business during their term as a Founder and for a period of {{non_compete_period_months}} months after their departure from the Company within the geographical area of {{non_compete_geographical_area}}.

Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity hereof, shall first be referred to the Founders for good faith negotiations. If the dispute cannot be resolved through negotiation within {{negotiation_period_days}} days, it shall be submitted to mediation in {{mediation_city}}, {{mediation_country}} in accordance with the rules of {{mediation_organisation}}. If mediation fails, the dispute shall be finally settled by arbitration in accordance with the rules of {{arbitration_organisation}} in {{arbitration_city}}, {{arbitration_country}}.

Governing Law

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

Signature Block

IN WITNESS WHEREOF, the Founders have executed this Agreement as of the Effective Date.

___________________________

{{founder_1_name}}

Date: _______________

___________________________

{{founder_2_name}}

Date: _______________

(Add more signature lines for additional founders)

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