Co Founder Exit Agreement Template for Austria

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Key Requirements PROMPT example:

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."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

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

Relevant Teams

Legal

Corporate Affairs

Executive Leadership

Board of Directors

Human Resources

Finance

Compliance

Corporate Governance

Company Secretariat

Risk Management

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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