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Co Founder Exit Agreement
"I need a Co-Founder Exit Agreement for our Vienna-based software company where our technical co-founder is leaving amicably on March 1, 2025, but will continue as a part-time technical advisor for 12 months; the agreement should include share transfer terms and a consulting arrangement."
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
Authors
Articles of Association
Board
Business
Business Day
Company
Completion
Completion Date
Confidential Information
Consideration
Corporate Documents
Departing Founder
Effective Date
Encumbrance
Excluded Assets
Exit Date
Financial Year
Group
Intellectual Property Rights
Key Contracts
Loss
Material Adverse Change
Parties
Payment Schedule
Remaining Founders
Resignation Date
Restricted Business
Share Transfer
Shares
Shareholders Agreement
Share Capital
Signing Date
Subscription Agreement
Tax
Territory
Transaction Documents
Transfer Deed
Warranties
Working Hours
Purchase Price
Payment Terms
Resignation from Office
Handover Obligations
Confidentiality
Intellectual Property Rights
Non-Competition
Non-Solicitation
Release and Waiver
Warranties and Representations
Tax Covenants
Company Property Return
Outstanding Loans
Final Compensation
Employee Benefits Termination
Continuing Obligations
Mutual Release
Indemnification
Public Announcements
Data Protection
Further Assurance
Notices
Assignment
Severability
Entire Agreement
Amendments
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Costs and Expenses
Third Party Rights
Counterparts
Technology
Software Development
E-commerce
Financial Services
Professional Services
Manufacturing
Healthcare Technology
Media and Entertainment
Retail
Consumer Goods
Biotechnology
Real Estate
Energy
Telecommunications
Educational Technology
Legal
Corporate Affairs
Executive Leadership
Board of Directors
Human Resources
Finance
Compliance
Corporate Governance
Company Secretariat
Risk Management
CEO
Managing Director
Founder
Co-Founder
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Board Member
Director
Company Secretary
Legal Counsel
Corporate Lawyer
HR Director
Chief Operating Officer
Chief Technology Officer
Head of Legal
Compliance Officer
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