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1. Parties: Identifies and provides full details of all co-founders entering into the agreement
2. Background: Outlines the context of the agreement, including the business concept and the intention to establish/run the company together
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Company Structure: Details the company's legal structure, share allocation, and initial capitalization
5. Roles and Responsibilities: Defines each co-founder's specific roles, duties, and areas of responsibility within the company
6. Time Commitment: Specifies the expected time commitment from each co-founder and any rules about external activities
7. Decision Making: Outlines the process for making business decisions, including voting rights and required majorities
8. Intellectual Property: Establishes ownership and protection of IP created before and during the business relationship
9. Confidentiality: Details obligations regarding confidential information and trade secrets
10. Vesting: Establishes the vesting schedule for shares and conditions for accelerated vesting
11. Exit Provisions: Defines procedures for founder departure, including share transfer rules and valuation methods
12. Dispute Resolution: Outlines the process for resolving disagreements between co-founders
13. General Provisions: Contains standard legal clauses including governing law, entire agreement, and amendments
1. Remuneration: Details any salary, dividends, or other compensation arrangements - optional if dealt with in separate employment agreements
2. Non-Compete: Restricts founders from engaging in competing businesses - optional based on jurisdiction and specific circumstances
3. Employee Stock Option Pool: Establishes an ESOP for future employees - optional for early-stage agreements
4. Board Structure: Details board composition and governance - optional for smaller ventures or early-stage companies
5. Investment Rights: Specifies terms for future investment rounds - optional for early-stage agreements
6. Insurance: Requirements for company and personal insurance - optional based on business nature and risk
7. External Activities: Rules about other business activities and time commitments - optional if covered in roles section
1. Schedule 1: Share Allocation: Detailed breakdown of initial shareholding percentages and share classes
2. Schedule 2: Vesting Schedule: Detailed vesting timelines and milestones for each founder's shares
3. Schedule 3: Business Plan: Initial business plan and key milestones
4. Schedule 4: IP Register: List of existing IP brought into the business by each founder
5. Schedule 5: Roles and Responsibilities Matrix: Detailed breakdown of each founder's duties and areas of authority
6. Appendix A: Company Constitution: Copy of or reference to the company constitution
7. Appendix B: Deed of Adherence: Template for new shareholders to become bound by the agreement
Definitions
Company Formation
Share Allocation
Share Vesting
Capital Contributions
Roles and Responsibilities
Time Commitment
Remuneration
Decision Making
Board Composition
Shareholder Rights
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Transfer of Shares
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Good Leaver Provisions
Bad Leaver Provisions
Death and Incapacity
Valuation
Dispute Resolution
Termination
Exit Mechanisms
Future Funding
Business Planning
Financial Management
Representations and Warranties
Insurance
Indemnification
Force Majeure
Notices
Amendment
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Technology and Software
Professional Services
E-commerce
Manufacturing
Healthcare
Financial Services
Media and Entertainment
Real Estate
Education Technology
Retail
Biotechnology
Clean Energy
Agriculture Technology
Consulting
Food and Beverage
Legal
Executive Leadership
Board of Directors
Corporate Governance
Company Secretariat
Business Development
Strategy
Corporate Affairs
Chief Executive Officer
Chief Technology Officer
Chief Financial Officer
Chief Operating Officer
Managing Director
Company Founder
Startup Founder
Business Owner
Managing Partner
Executive Director
General Counsel
Legal Counsel
Company Secretary
Board Member
Director
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