Pre-Incorporation Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Pre-Incorporation Agreement

Pre-Incorporation Agreement

Recitals

WHEREAS, the Parties wish to form a company (hereinafter referred to as "the Company") with the primary objective of {{company_objective}}.

WHEREAS, the Parties have agreed to pool their resources, skills, and efforts towards the establishment and initial operation of the Company.

WHEREAS, this Agreement sets forth the terms and conditions that will govern the relationship between the Parties prior to the Company's formal incorporation and initial capitalisation.

Company Name and Registered Office

The proposed name of the Company shall be {{proposed_company_name}}.

The initial registered office of the Company shall be located at {{registered_office_address}}.

Purpose of the Company

The primary purpose and business activities of the Company shall include, but not be limited to, {{company_purpose_description}}.

Contributions of the Parties

Each Party shall contribute the following to the Company:

a) {{Founder_1_Name}}: {{Founder_1_Contribution_Description}} (e.g., initial capital of {{currency}}{{Founder_1_Capital_Contribution}}, intellectual property, services).

b) {{Founder_2_Name}}: {{Founder_2_Contribution_Description}} (e.g., initial capital of {{currency}}{{Founder_2_Capital_Contribution}}, intellectual property, services).

c) [Add additional founders as necessary and their contributions].

All non-monetary contributions shall be valued at a fair market price to be agreed upon by the Parties.

Shareholding and Equity Distribution

Upon incorporation, the equity of the Company shall be distributed among the Parties as follows:

a) {{Founder_1_Name}}: {{Founder_1_Percentage}}% of the total issued share capital.

b) {{Founder_2_Name}}: {{Founder_2_Percentage}}% of the total issued share capital.

c) [Add additional founders as necessary and their equity percentages].

The share capital shall be divided into {{number_of_shares}} ordinary shares of {{currency}}{{par_value_per_share}} each, or such other class of shares as agreed upon by the Parties.

Interim Management and Responsibilities

Prior to incorporation, the Parties agree to undertake the following responsibilities:

a) {{Founder_1_Name}}: Responsible for {{Founder_1_Interim_Responsibilities}}.

b) {{Founder_2_Name}}: Responsible for {{Founder_2_Interim_Responsibilities}}.

c) [Add additional founders as necessary and their responsibilities].

Decisions regarding expenditure exceeding {{currency}}{{expenditure_limit}} shall require the unanimous consent of all Parties.

Expenses

All reasonable and necessary expenses incurred by the Parties in connection with the establishment of the Company, including legal fees, registration fees, and administrative costs, shall be reimbursed by the Company upon its incorporation, or shared proportionately if the Company is not incorporated, as per the equity distribution outlined above, unless otherwise agreed in writing.

Confidentiality

All Parties agree to keep confidential all proprietary and confidential information pertaining to the Company, its business, and future plans, both during the term of this Agreement and indefinitely thereafter. This includes, but is not limited to, business plans, financial projections, intellectual property, and trade secrets. This obligation shall survive the termination of this Agreement.

Default and Termination

In the event that any Party fails to fulfil their obligations under this Agreement, the non-defaulting Parties shall have the right to terminate this Agreement with respect to the defaulting Party, provided {{number_of_days}} days written notice is given and the default is not remedied within that period.

Upon termination, the defaulting Party shall forfeit all rights to the Company and shall not be entitled to any compensation for any contributions made, subject to applicable law.

This Agreement shall automatically terminate upon the successful incorporation of the Company and the execution of a Shareholders' Agreement, at which point the provisions of this Agreement shall be superseded by the Shareholders' Agreement.

Governing Law and Dispute Resolution

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

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 in accordance with the rules of the {{arbitration_institution_name}} 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}}, {{country_name}}. The language of the arbitration shall be English.

General Provisions

This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, understandings, discussions, and negotiations, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by all Parties.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Signature Block

IN WITNESS WHEREOF, the Parties have executed this Pre-Incorporation Agreement on the date first above written.

___________________________

{{Founder_1_Name}}

Date: {{date}}

___________________________

{{Founder_2_Name}}

Date: {{date}}

[Add additional founders as necessary]