The Startup Founder Agreement is a crucial document used when establishing a new company in Hong Kong with multiple founders. It serves as the cornerstone agreement that governs the relationship between co-founders and their startup venture, typically implemented at or before company incorporation. This agreement is essential for documenting founder equity splits, roles, responsibilities, intellectual property assignments, and decision-making processes. It incorporates specific requirements under Hong Kong law, including compliance with the Companies Ordinance and other relevant legislation. The document helps prevent future disputes by clearly defining expectations and obligations, making it particularly valuable in Hong Kong's growing startup ecosystem where clear documentation of founder relationships is crucial for future fundraising and growth.
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1. Parties: Identifies the founding members and the company being formed
2. Background: States the purpose of the agreement and context of the startup formation
3. Definitions: Defines key terms used throughout the agreement
4. Founder Commitments: Details each founder's obligations, time commitment, and exclusivity requirements
5. Roles and Responsibilities: Specifies each founder's role, position, and key responsibilities
6. Share Structure: Details the initial share distribution, share classes, and vesting arrangements
7. Capital Contributions: Specifies initial and future capital contributions from each founder
8. Intellectual Property: Covers IP assignment, development, and protection
9. Decision Making: Outlines voting rights and decision-making processes
10. Confidentiality: Defines confidential information and protection requirements
11. Non-Compete and Non-Solicitation: Restricts competitive activities and employee/customer poaching
12. Departure and Exit: Procedures for founder departure, share transfers, and exit mechanisms
13. Dispute Resolution: Process for resolving disputes between founders
14. General Provisions: Standard boilerplate clauses including governing law, amendments, and notices
1. External Investment: Include when expecting immediate external investment, covering procedures and rights
2. Founder Loans: Include when founders are providing loans to the company
3. International Operations: Include for startups planning immediate international operations
4. Special Share Rights: Include when creating multiple share classes with different rights
5. Family Succession: Include when founders want to address family succession rights
6. Intellectual Property License: Include when existing IP is being licensed rather than transferred
7. Advisory Board: Include when establishing an advisory board from inception
8. Employee Share Option Pool: Include when establishing an ESOP at formation
1. Schedule 1: Founder Details: Personal information, contact details, and shareholding of each founder
2. Schedule 2: Business Plan: Initial business plan and milestones
3. Schedule 3: Share Vesting Schedule: Detailed vesting terms and timeline for founder shares
4. Schedule 4: Initial IP Schedule: List of existing IP being transferred to the company
5. Schedule 5: Roles and Duties: Detailed description of each founder's roles and responsibilities
6. Schedule 6: Capital Contributions: Detailed breakdown of initial capital contributions
7. Appendix A: Share Transfer Form: Template for future share transfers
8. Appendix B: Deed of Adherence: Template for new shareholders joining the agreement
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