The Co-Founder Exit Agreement is a critical document used when a founding member decides to leave or is required to exit an Austrian company. This agreement is essential for companies at any stage of development but is particularly crucial for startups and growing businesses where co-founder relationships need to be formally dissolved. The document covers comprehensive exit terms including share valuation and transfer mechanisms, intellectual property assignments, confidentiality obligations, and non-compete provisions, all while ensuring compliance with Austrian corporate law requirements. It's designed to protect both the departing co-founder's rights and the company's interests, providing clear guidelines for the transition process and preventing future disputes. The agreement must adhere to specific Austrian legal requirements regarding share transfers, corporate governance, and tax implications.
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1. Parties: Identification of all parties to the agreement, including the exiting co-founder, remaining co-founders, and the company
2. Background: Context of the co-founder's involvement, current shareholding, and reasons for exit
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Transfer Terms: Details of the share transfer, including number of shares, price, and payment terms
5. Consideration and Payment: Specific details about the exit payment, including timing, method, and any installment arrangements
6. Resignation from Positions: Terms of resignation from all corporate positions (director, officer, etc.)
7. Handover Obligations: Requirements for transferring responsibilities, documents, and company property
8. Confidentiality Obligations: Ongoing confidentiality requirements post-exit
9. Intellectual Property Rights: Assignment and confirmation of IP rights to the company
10. Release and Waiver: Mutual release of claims between parties
11. Tax Matters: Allocation of tax responsibilities and indemnities
12. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction
13. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments
1. Non-Compete Provisions: Restrictions on future competitive activities - include when protecting company interests is crucial
2. Non-Solicitation Provisions: Restrictions on soliciting employees or customers - include when business protection is needed
3. Consulting Agreement: Terms for ongoing advisory services - include when the co-founder will continue providing services
4. Earnout Provisions: Structure for additional payments based on future performance - include when part of payment is performance-based
5. Employee Benefits Termination: Details of ending employment benefits - include when co-founder was also an employee
6. Outstanding Loan Settlement: Terms for settling any loans between parties - include when there are outstanding loans
7. Share Option Treatment: Handling of unvested options or share rights - include when share options exist
8. Dispute Resolution: Mediation or arbitration procedures - include when parties want alternative dispute resolution
1. Share Transfer Form: Official form for transfer of shares under Austrian law
2. Payment Schedule: Detailed schedule of payment amounts and dates if paid in installments
3. Company Assets Inventory: List of company property to be returned by the exiting co-founder
4. Intellectual Property Register: Detailed list of IP rights being transferred or confirmed
5. Resignation Letters: Forms of resignation from various corporate positions
6. Tax Clearance Certificate: Documentation of tax compliance and clearances
7. Shareholders' Resolution: Required corporate approvals for the exit
8. Calculation of Final Payment: Detailed breakdown of exit payment calculation
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