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Pre Incorporation Founders Agreement
"I need a Pre-Incorporation Founders Agreement for a technology startup in Indonesia with three co-founders (two local, one foreign), where we're planning to develop a SaaS platform and seek venture capital funding by March 2025, with specific provisions for IP protection and founder vesting schedules."
1. Parties: Identifies and provides details of all founding members entering into the agreement
2. Background: Outlines the context and purpose of the agreement, including the intention to incorporate a company
3. Definitions: Defines key terms used throughout the agreement
4. Business Concept: Describes the proposed business venture and its core objectives
5. Roles and Responsibilities: Defines each founder's role, duties, and commitments to the venture
6. Capital Contributions: Details the initial and future capital contributions of each founder
7. Ownership Structure: Specifies the agreed ownership percentages and share structure
8. Decision Making: Establishes the process for making key business decisions pre-incorporation
9. Intellectual Property Rights: Addresses ownership and protection of IP developed before and during the pre-incorporation period
10. Confidentiality: Establishes confidentiality obligations regarding business information
11. Non-Compete and Non-Solicitation: Sets out restrictions on competitive activities and solicitation
12. Company Formation: Outlines the process and timeline for formal company incorporation
13. Termination: Specifies circumstances and procedures for terminating the agreement
14. Governing Law and Dispute Resolution: Specifies Indonesian law as governing law and defines dispute resolution mechanisms
1. Vesting Provisions: Include when founders agree to vest their shares over time to ensure long-term commitment
2. External Investment: Include when there are plans to seek external investment pre-incorporation
3. Founder Exit Provisions: Include detailed procedures for founder departure if there's a significant risk of early exit
4. Special Rights and Privileges: Include when certain founders are to have special voting or other rights
5. Employment Terms: Include when founders will be employed by the company post-incorporation
6. Intellectual Property Assignment: Include when specific IP needs to be transferred from founders to the company
7. Foreign Investment Provisions: Include when any founders are foreign nationals or foreign investment is contemplated
1. Schedule A - Business Plan: Detailed business plan including market analysis and financial projections
2. Schedule B - Capital Contribution Schedule: Detailed breakdown of each founder's capital contributions and timeline
3. Schedule C - Founder Details: Complete biographical and contact information for all founders
4. Schedule D - IP Schedule: List and description of all intellectual property being contributed
5. Schedule E - Incorporation Timeline: Detailed timeline and milestones for company incorporation
6. Appendix 1 - Company Structure: Proposed corporate structure and governance framework
7. Appendix 2 - Founder Resumes: Professional backgrounds and qualifications of all founders
Authors
Business
Business Day
Business Plan
Capital Contribution
Company
Confidential Information
Effective Date
Founding Members
Founders' Board
Initial Capital
Intellectual Property
Material Decision
Incorporation Date
Ownership Interest
Pre-Incorporation Period
Project
Proposed Company
Related Party
Shares
Territory
Transfer
Vesting Period
Vesting Schedule
Working Day
Business Assets
Development IP
Pre-Existing IP
Restricted Business
Subscription Amount
Tag-Along Rights
Drag-Along Rights
Fair Market Value
Force Majeure Event
Incorporation Documents
Indonesian Rupiah
Material Breach
Shareholder Agreement
Definitions
Duration and Term
Business Purpose
Capital Contributions
Ownership Structure
Roles and Responsibilities
Decision Making
Management Rights
Intellectual Property Rights
Confidentiality
Non-Competition
Non-Solicitation
Share Vesting
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Company Formation
Board Composition
Voting Rights
Dispute Resolution
Governing Law
Force Majeure
Termination
Exit Provisions
Death and Incapacity
Representations and Warranties
Indemnification
Amendment
Assignment
Notices
Severability
Entire Agreement
Further Assurance
Costs
Good Faith
Compliance with Laws
Technology and Software
E-commerce
Professional Services
Manufacturing
Financial Services
Healthcare
Education
Retail
Consulting
Media and Entertainment
Food and Beverage
Real Estate
Legal
Corporate Affairs
Executive Leadership
Business Development
Strategy
Compliance
Finance
Corporate Governance
Chief Executive Officer
Chief Technology Officer
Chief Financial Officer
Chief Operating Officer
Business Development Director
Legal Counsel
Corporate Lawyer
Startup Founder
Managing Partner
Investment Director
Company Secretary
Venture Capitalist
Business Angel
Entrepreneurship Advisor
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