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Co Founder Agreement
"I need a Co-Founder Agreement for a Hong Kong technology startup with three founders, where I'll contribute technical expertise and IP, while the other two founders will contribute capital, with a 40-30-30 equity split and monthly salaries starting March 2025."
1. Parties: Identifies and provides details of all co-founders entering into the agreement
2. Background: Explains the context of the agreement, including the business concept and purpose of the collaboration
3. Definitions: Defines key terms used throughout the agreement
4. Roles and Responsibilities: Outlines each co-founder's specific duties, responsibilities, and areas of authority
5. Equity Structure: Details the initial share distribution, vesting schedules, and any share transfer restrictions
6. Capital Contributions: Specifies initial and future capital contributions from each co-founder
7. Decision Making: Establishes voting rights and procedures for key business decisions
8. Intellectual Property Rights: Addresses ownership and assignment of IP created during the business relationship
9. Confidentiality: Defines confidential information and obligations to maintain confidentiality
10. Non-Compete and Non-Solicitation: Establishes restrictions on competitive activities and solicitation of employees/customers
11. Departure and Exit: Procedures for voluntary or involuntary departure of a co-founder
12. Dispute Resolution: Outlines process for resolving disputes between co-founders
13. General Provisions: Standard boilerplate clauses including governing law, amendments, and notices
1. Salary and Compensation: Details any salary, benefits, or other compensation for co-founders who are also employees
2. External Activities: Addresses permissions and restrictions for involvement in other business activities
3. Board Composition: Establishes structure and operation of the board of directors
4. Tag-Along and Drag-Along Rights: Special rights for share sales in case of acquisition offers
5. Pre-emptive Rights: Rights of first refusal for new share issuances
6. Death and Incapacity: Procedures for handling a co-founder's death or permanent incapacity
7. Family Members Involvement: Rules regarding involvement of family members in the business
8. International Operations: Provisions for international business activities and compliance
1. Schedule 1: Share Capital Table: Detailed breakdown of share ownership and classes of shares
2. Schedule 2: Business Plan: Initial business plan and strategic objectives
3. Schedule 3: Intellectual Property Register: List of existing IP brought into the business by each founder
4. Schedule 4: Vesting Schedule: Detailed share vesting terms and milestones
5. Schedule 5: Initial Capital Contributions: Details of cash, assets, or services contributed by each founder
6. Schedule 6: Key Performance Indicators: Specific performance metrics for each founder's role
7. Appendix A: Form of Deed of Adherence: Template for new parties joining the agreement
8. Appendix B: Restricted Activities List: Specific activities restricted under non-compete provisions
Authors
Business
Business Day
Business Plan
Board
Company
Companies Ordinance
Confidential Information
Co-Founder(s)
Deed of Adherence
Director
Effective Date
Equity Securities
Fair Market Value
Financial Year
Good Leaver
Bad Leaver
Group
Hong Kong
Intellectual Property Rights
Material Breach
Nominee
Ordinary Shares
Parties
Permitted Transferee
Pre-emptive Rights
Prohibited Transfer
Related Company
Reserved Matters
Restricted Business
Shareholders
Share Capital
Share Transfer
Subsidiary
Tag-Along Rights
Drag-Along Rights
Territory
Transfer
Vesting Period
Vesting Schedule
Working Hours
Incorporation of Company
Business of the Company
Share Capital and Share Rights
Contributions
Vesting
Board Composition
Management and Decision Making
Reserved Matters
Founder Commitments
Roles and Responsibilities
Remuneration
Intellectual Property Rights
Confidentiality
Non-Competition
Non-Solicitation
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Good Leaver/Bad Leaver Provisions
Termination
Death and Incapacity
Dispute Resolution
Governing Law
Further Assurance
Assignment
Severability
Entire Agreement
Notices
Force Majeure
Counterparts
Costs
Waiver
Third Party Rights
Technology
E-commerce
Financial Services
Healthcare
Education Technology
Media and Entertainment
Professional Services
Manufacturing
Retail
Biotechnology
Clean Technology
Artificial Intelligence
Software Development
Consulting
Real Estate Technology
Legal
Executive
Corporate Affairs
Human Resources
Finance
Business Development
Strategy
Operations
Compliance
Administrative
Founder
Co-Founder
Chief Executive Officer
Chief Technology Officer
Chief Financial Officer
Chief Operating Officer
Chief Marketing Officer
Chief Product Officer
Managing Director
Director
Company Secretary
Legal Counsel
Corporate Lawyer
Startup Advisor
Business Development Manager
Venture Capitalist
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