Co Founder Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that establishes the formal relationship between co-founders of a business venture. This document outlines the fundamental aspects of the co-founding relationship, including equity distribution, roles and responsibilities, decision-making processes, and intellectual property rights. Under Swiss jurisdiction, it incorporates relevant provisions from the Swiss Code of Obligations and other applicable federal laws, providing a legally binding framework for the co-founders' business relationship while ensuring compliance with Swiss corporate and contractual requirements.

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What is a Co Founder Agreement?

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.

What sections should be included in a Co Founder Agreement?

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

What sections are optional to include in a Co Founder Agreement?

1. Employment Terms: Used when co-founders will also be employees, specifying employment conditions and compensation

2. Existing IP Assignment: Required when co-founders bring existing IP to the venture

3. Industry-Specific Regulations: Needed for businesses in regulated sectors like fintech or healthcare

4. Investment Commitments: Used when co-founders agree to make future capital investments

5. Board Composition: Required when establishing a board structure from the outset

6. Share Option Pool: Used when creating an employee share option pool

7. Founder Warranties: Additional warranties required for specific business circumstances

8. Dead-Lock Resolution: Detailed procedures for resolving management deadlocks in equal ownership situations

What schedules should be included in a Co Founder Agreement?

1. Schedule 1: Business Plan: Detailed business plan and strategy

2. Schedule 2: Capital Structure: Detailed breakdown of shareholding and capital structure

3. Schedule 3: Vesting Schedule: Detailed vesting terms and conditions for founder shares

4. Schedule 4: IP Register: List of existing IP rights brought into the business

5. Schedule 5: Initial Budget: First-year operational budget and financial projections

6. Schedule 6: Roles and Responsibilities Matrix: Detailed breakdown of each founder's duties and responsibilities

7. Appendix A: Company Formation Documents: Copies of company registration documents

8. Appendix B: Share Certificates: Copies of initial share certificates

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

Jurisdiction

Switzerland

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use

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