The Co-Founder Agreement serves as a foundational document for new business ventures in Nigeria, establishing the legal and operational framework for relationships between founding members. This document is essential when two or more individuals come together to establish a business, typically used during company formation or early stages of operation. It must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, and addresses critical aspects such as equity distribution, roles, decision-making authority, intellectual property rights, and dispute resolution. The agreement helps prevent future conflicts by clearly documenting each founder's rights and obligations, protecting both individual and collective interests in the business venture.
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1. Parties: Identification and details of all co-founders entering into the agreement
2. Background: Context of the agreement, including the business concept and purpose of the collaboration
3. Definitions: Definitions of key terms used throughout the agreement
4. Business of the Company: Detailed description of the company's business activities and objectives
5. Equity Structure: Distribution of shares/ownership among co-founders, including vesting schedules if applicable
6. Roles and Responsibilities: Specific duties and responsibilities of each co-founder
7. Decision Making: Process for making key business decisions and voting rights
8. Intellectual Property Rights: Ownership and assignment of IP created before and during the business
9. Confidentiality: Protection of company and co-founder confidential information
10. Non-Competition and Non-Solicitation: Restrictions on competing activities and soliciting employees/customers
11. Founder Commitments: Time commitment, exclusivity, and performance expectations
12. Capital Contributions: Initial and future capital contributions by founders
13. Profit Distribution: Method and timing of profit sharing between founders
14. Transfer of Shares: Rules and restrictions regarding the transfer of ownership interests
15. Termination: Circumstances and process for terminating the agreement or founder relationship
16. Dispute Resolution: Process for resolving disputes between founders
17. Governing Law: Specification of Nigerian law as governing law and jurisdiction
1. Death and Incapacity: Provisions for handling ownership in case of death or incapacity of a founder
2. External Investment: Procedures for accepting external investment and its impact on ownership structure
3. Tag-Along and Drag-Along Rights: Rights of founders in case of sale to third parties
4. Board Structure: Include if establishing a formal board structure from the start
5. Founder Loans: Include if any founders are providing loans to the company
6. Employee Stock Option Pool: Include if planning to establish an ESOP from the beginning
7. International Operations: Include if business plans involve international operations
8. Founder Insurance: Include if requiring key person insurance for founders
1. Schedule 1: Company Details: Details of the company including registration number, registered address
2. Schedule 2: Initial Business Plan: Detailed business plan and strategy
3. Schedule 3: Founder Information: Detailed information about each founder including contact details and shareholding
4. Schedule 4: Vesting Schedule: Detailed vesting terms and schedule for founder shares
5. Schedule 5: Initial IP Register: List of intellectual property owned by or licensed to the company
6. Schedule 6: Roles and Duties: Detailed description of each founder's roles, responsibilities and KPIs
7. Schedule 7: Share Capital Structure: Detailed breakdown of share classes and ownership structure
8. Appendix A: Required Resolutions: Initial corporate resolutions needed to implement the agreement
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