The Co-Founder Agreement is a crucial document used when two or more individuals join forces to establish a business venture in Switzerland. It serves as the foundational contract that governs the relationship between co-founders, typically implemented during the early stages of company formation or immediately prior to incorporation. The agreement addresses essential aspects such as equity stakes, capital contributions, management rights, decision-making processes, and intellectual property ownership, all while ensuring compliance with Swiss legal requirements, particularly the Swiss Code of Obligations. This document is especially critical for protecting all parties' interests, preventing future disputes, and establishing clear protocols for various business scenarios including growth, conflict resolution, and potential exit strategies.

1. Parties: Identification and details of all co-founders and the company (if already incorporated)

2. Background: Context of the agreement, business concept, and purpose of the collaboration

3. Definitions: Definitions of key terms used throughout the agreement

4. Company Formation: Details about company incorporation, legal form, and initial capital structure

5. Equity Distribution: Specification of initial shareholding percentages and any vesting arrangements

6. Capital Contributions: Details of financial and non-financial contributions from each co-founder

7. Roles and Responsibilities: Specific duties, commitments, and areas of responsibility for each co-founder

8. Decision Making: Governance structure, voting rights, and major decision requirements

9. Intellectual Property Rights: Assignment and ownership of IP created before and during the venture

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Non-Competition and Non-Solicitation: Restrictions on competing activities and soliciting employees/customers

12. Transfer of Shares: Rules and restrictions regarding the transfer of shares, including right of first refusal

13. Exit Provisions: Procedures for co-founder exit, including good/bad leaver provisions

14. Termination: Circumstances and procedures for terminating the agreement

15. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law

16. General Provisions: Standard clauses including notices, amendments, and severability