The Co-Founder Agreement is a crucial document used when two or more individuals decide to establish a business venture together in Indonesia. It should be created during the initial stages of company formation, ideally before or during the company registration process. This agreement is essential for defining the fundamental aspects of the co-founders' relationship, including ownership stakes, capital contributions, roles, responsibilities, and decision-making processes. Operating under Indonesian law, particularly Law No. 40 of 2007 on Limited Liability Companies, the agreement provides a framework for managing the business relationship and preventing future disputes. It includes provisions for protecting intellectual property, maintaining confidentiality, and establishing clear procedures for company operations and potential exit scenarios.
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1. Parties: Identification of all co-founders entering into the agreement
2. Background: Context of the agreement, including the business concept and purpose of collaboration
3. Definitions: Key terms used throughout the agreement
4. Company Formation: Details about the company structure, registration, and initial setup
5. Ownership and Capital Contribution: Breakdown of equity distribution and details of initial capital contributions
6. Roles and Responsibilities: Specific duties and responsibilities of each co-founder
7. Decision Making and Management: Process for making company decisions and management structure
8. Intellectual Property Rights: Ownership and protection of company IP, including pre-existing IP and newly developed IP
9. Confidentiality: Protection of company and co-founder confidential information
10. Non-Competition and Non-Solicitation: Restrictions on competing activities and solicitation of employees/customers
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Exit Provisions: Procedures for founder exit, including share transfer and buyout mechanisms
13. Dispute Resolution: Process for resolving disagreements between co-founders
14. General Provisions: Standard legal clauses including governing law, amendments, and notices
1. Vesting Schedule: Details of equity vesting arrangements, used when founders want to implement a vesting mechanism
2. Dead Founder Provisions: Procedures in case of death or permanent incapacity of a co-founder
3. Drag-Along and Tag-Along Rights: Rights related to sale of shares to third parties, included for future investment planning
4. External Investment Provisions: Framework for accepting future investments and dilution procedures
5. Family Members Involvement: Rules regarding involvement of family members in the business
6. Founder Employment Terms: Specific employment-related terms if founders will be employees
7. International Operations: Additional provisions for companies planning to operate internationally
1. Schedule 1: Capital Contributions: Detailed breakdown of each founder's capital contributions (cash, assets, or services)
2. Schedule 2: Share Allocation: Detailed breakdown of share ownership and classes of shares
3. Schedule 3: Roles and Duties: Detailed description of each founder's roles, responsibilities, and time commitments
4. Schedule 4: Pre-existing IP: List and description of any pre-existing intellectual property being contributed
5. Schedule 5: Business Plan: Initial business plan and strategy
6. Schedule 6: Vesting Schedule: Detailed vesting terms and timeline if applicable
7. Appendix A: Company Formation Documents: Copies of company registration and related documentation
8. Appendix B: Confidential Information: Definition and examples of what constitutes confidential information
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