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Founder Collaboration Agreement
"I need a Founder Collaboration Agreement for a Hong Kong technology startup with three co-founders, where two founders are bringing existing software patents into the business and we need strong IP protection clauses with a 4-year vesting schedule starting January 2025."
1. Parties: Identifies and provides details of all founding members entering into the agreement
2. Background: Sets out the context of the collaboration and the intended business venture
3. Definitions: Defines key terms used throughout the agreement
4. Business Purpose: Clearly defines the nature and scope of the business venture
5. Roles and Responsibilities: Outlines each founder's specific roles, duties, and areas of responsibility
6. Commitment and Time Dedication: Specifies the expected time commitment and exclusivity requirements for each founder
7. Decision Making: Establishes the process for making key business decisions and voting rights
8. Intellectual Property Rights: Addresses ownership and assignment of IP created before and during the collaboration
9. Equity Structure: Details the initial ownership structure and equity distribution among founders
10. Capital Contributions: Specifies initial and future capital contributions expected from each founder
11. Confidentiality: Establishes obligations regarding confidential information and trade secrets
12. Non-Competition: Sets out restrictions on competing activities during and after the collaboration
13. Dispute Resolution: Establishes procedures for resolving disputes between founders
14. Term and Termination: Specifies duration of the agreement and circumstances for termination
15. Exit Provisions: Details procedures for founder exit, including share transfer restrictions and valuation methods
1. Vesting Schedule: Include when founders agree to vest their equity over time to ensure long-term commitment
2. Drag-Along and Tag-Along Rights: Include when founders want to establish rights for future sale scenarios
3. Death and Incapacity: Include when founders want specific provisions for handling ownership in case of death or incapacity
4. External Investment: Include when founders anticipate seeking external investment and want to establish related procedures
5. Founder Employment Terms: Include when founders will also be employees of the company
6. Intellectual Property License: Include when any founder brings existing IP that will be licensed rather than transferred
7. Family Members Involvement: Include when founders want to address involvement of family members in the business
8. Geographic Restrictions: Include when the business operates in specific territories or has geographic expansion plans
1. Schedule 1: Founder Details: Detailed information about each founder including contact details and professional background
2. Schedule 2: Business Plan: Initial business plan and strategy
3. Schedule 3: Initial Capital Contributions: Detailed breakdown of each founder's initial capital contributions (cash, assets, or services)
4. Schedule 4: Equity Structure: Detailed breakdown of equity allocation and any special rights attached to shares
5. Schedule 5: Pre-Existing IP: List of intellectual property owned by each founder prior to collaboration
6. Schedule 6: Roles and Responsibilities Matrix: Detailed matrix of specific roles, responsibilities, and decision-making authority
7. Schedule 7: Vesting Schedule: Detailed vesting schedule if applicable
8. Appendix A: Share Transfer Form: Standard form for transferring shares between parties
9. Appendix B: Confidentiality Agreement: Detailed confidentiality terms and requirements
Authors
Scope of Business
Term and Duration
Roles and Responsibilities
Equity Structure
Capital Contributions
Vesting
Decision Making
Board Composition
Reserved Matters
Intellectual Property Rights
Confidentiality
Non-Competition
Non-Solicitation
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Good Leaver/Bad Leaver
Death and Incapacity
Deadlock Resolution
Dispute Resolution
Termination
Exit Provisions
Force Majeure
Representations and Warranties
Indemnification
Amendment and Waiver
Assignment
Severability
Entire Agreement
Notices
Governing Law
Jurisdiction
Counterparts
Technology
E-commerce
Financial Services
Healthcare
Education Technology
Manufacturing
Professional Services
Media and Entertainment
Retail
Software Development
Biotechnology
Real Estate
Consulting
Green Technology
Artificial Intelligence
Legal
Executive Leadership
Corporate Governance
Business Development
Strategy
Corporate Affairs
Compliance
Company Secretarial
Investment Relations
Risk Management
Founder
Co-founder
Chief Executive Officer
Chief Technology Officer
Chief Financial Officer
Chief Operating Officer
Chief Product Officer
Managing Director
Company Secretary
Legal Counsel
Startup Advisor
Corporate Lawyer
Business Development Director
Venture Capitalist
Investment Manager
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