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1. Parties: Identifies and provides full details of all co-founders entering into the agreement
2. Background: Sets out the context of the agreement, including the business concept and purpose of the arrangement
3. Definitions: Defines key terms used throughout the agreement
4. Roles and Responsibilities: Outlines each founder's position, duties, and areas of responsibility within the business
5. Equity Structure: Details the initial shareholding split and any vesting arrangements
6. Capital Contributions: Specifies initial and ongoing financial contributions from each founder
7. Decision Making: Establishes voting rights and processes for key business decisions
8. Intellectual Property: Addresses ownership and assignment of IP created before and during the business
9. Confidentiality: Defines confidential information and establishes protection obligations
10. Non-Competition and Non-Solicitation: Sets out restrictions on competing activities and poaching of employees/clients
11. Termination: Specifies circumstances and processes for ending the co-founder relationship
12. Exit Provisions: Details processes for share transfers, founder departure, and company sale
13. Dispute Resolution: Establishes procedures for resolving disagreements between founders
14. General Provisions: Includes standard boilerplate clauses, governing law, and interpretation
1. Employment Terms: Required if founders will be employees of the company, detailing employment conditions and remuneration
2. External Activities: Needed if founders will maintain other business interests or employment
3. Founder Illness/Incapacity: Addresses management of founder's interests in case of long-term illness or incapacity
4. Anti-Dilution Protection: Includes provisions protecting founders from equity dilution in future funding rounds
5. Tag-Along/Drag-Along Rights: Required for companies planning future investment or exit opportunities
6. Death Benefits: Specifies handling of deceased founder's interests and any death benefits
7. Family Involvement: Needed if family members will be involved in the business
8. International Operations: Required for businesses planning to operate across multiple jurisdictions
1. Business Plan: Detailed business plan including market analysis, strategy, and financial projections
2. Shareholding Structure: Detailed breakdown of share classes, numbers, and ownership percentages
3. Vesting Schedule: Specific terms and timeline for equity vesting arrangements
4. IP Register: List of existing intellectual property brought into the business by each founder
5. Initial Capital Contributions: Detailed list of cash and non-cash contributions from each founder
6. Founder Resumes: Professional backgrounds and qualifications of each founder
7. Key Performance Indicators: Metrics for measuring founder performance and business success
8. Company Policies: Essential operational policies and procedures
Board
Business
Business Day
Business Plan
Capital Contribution
Company
Competitor
Confidential Information
Co-Founder
Deadlock
Default Event
Director
Effective Date
Equity
Fair Market Value
Financial Year
Founding Shareholders
Good Leaver
Intellectual Property Rights
Material Breach
New Shares
Ordinary Shares
Parties
Pre-existing IP
Related Body Corporate
Reserved Matters
Share
Shareholder
Share Transfer
Subsidiary
Tag-Along Rights
Territory
Transfer Notice
Valuation
Vesting Period
Vesting Schedule
Bad Leaver
Business Assets
Completion Date
Deed of Accession
Disposal
Drag-Along Rights
Encumbrance
Exit Event
Force Majeure Event
Insolvency Event
Key Performance Indicators
Management Committee
Nominee
Notice
Pre-emptive Rights
Restricted Activities
Term
Definitions
Background
Term and Commencement
Roles and Responsibilities
Appointment of Directors
Board Composition
Equity Distribution
Vesting Provisions
Capital Contributions
Decision Making
Reserved Matters
Management Rights
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Employment Terms
Remuneration
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Exit Provisions
Good Leaver/Bad Leaver
Death and Incapacity
Termination
Default Events
Deadlock Resolution
Dispute Resolution
Valuation
Business Assets
Financial Matters
Representations and Warranties
Force Majeure
Amendment
Assignment
Notices
Governing Law
Severability
Entire Agreement
Waiver
Further Assurance
Costs
Counterparts
Technology
E-commerce
Financial Services
Healthcare
Professional Services
Manufacturing
Media and Entertainment
Education Technology
Biotechnology
Clean Energy
Real Estate
Retail
Software Development
Consulting
Food and Beverage
Legal
Executive
Corporate Governance
Administration
Finance
Human Resources
Business Development
Operations
Strategy
Compliance
Chief Executive Officer
Chief Technology Officer
Chief Financial Officer
Chief Operating Officer
Managing Director
Company Director
Founder
Co-Founder
Managing Partner
Executive Director
Head of Legal
General Counsel
Company Secretary
Business Development Director
Startup Founder
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