Co Founder Exit Agreement Template for Germany

The Co-Founder Exit Agreement is a crucial legal document used when a founding member decides to leave or is required to leave a company in Germany. This agreement is essential for protecting both the departing co-founder's interests and the company's future stability. It typically becomes necessary due to various circumstances such as strategic disagreements, personal reasons, or business restructuring. The document must comply with German corporate law, particularly the GmbH-Gesetz if the company is a limited liability company, which is the most common form for startups and small-to-medium enterprises in Germany. The agreement covers critical aspects including share valuation and transfer, intellectual property rights, confidentiality obligations, non-compete provisions, and financial settlements. It also addresses specific German legal requirements such as notarization of share transfers and tax implications.

1. Parties: Identification of all contracting parties including the departing co-founder, remaining co-founders, and the company

2. Background: Context of the co-founder's involvement, current shareholding structure, and reasons for exit

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

4. Share Transfer Terms: Detailed terms of the share transfer, including pricing, payment terms, and transfer mechanics (including notarization requirements)

5. Settlement and Release: Financial settlement terms and mutual release of claims

6. Confidentiality Obligations: Ongoing confidentiality obligations of the departing co-founder

7. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/customers

8. Company Property Return: Requirements for return of company property and information

9. Intellectual Property Rights: Assignment and confirmation of IP rights to the company

10. Tax Matters: Allocation of tax liabilities and responsibilities

11. Representations and Warranties: Standard representations from both parties

12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments