The Co-Founder Agreement is a fundamental document for any business venture in the Philippines with multiple founders. It should be implemented at the earliest stages of business formation, ideally before or concurrent with company incorporation. This agreement is crucial for clearly documenting the founders' understanding regarding ownership, responsibilities, and business operations while ensuring compliance with Philippine corporate and securities laws. The document typically includes provisions for equity distribution, vesting schedules, intellectual property rights, decision-making processes, and exit mechanisms. It's particularly important in the Philippine context where family law and community property considerations may affect business ownership. The agreement helps prevent future disputes by establishing clear guidelines and protecting all parties' interests while facilitating smooth business operations and potential future investment rounds.
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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: Key terms used throughout the agreement
4. Roles and Responsibilities: Detailed description of each co-founder's position, duties, and commitments to the business
5. Equity Structure: Initial shareholding percentages, vesting schedules, and share class details
6. Capital Contributions: Initial and future capital contributions required from each co-founder
7. Intellectual Property: Assignment and protection of IP rights, including pre-existing IP and newly developed IP
8. Confidentiality: Protection of business secrets and confidential information
9. Decision Making: Governance structure and voting rights for key business decisions
10. Transfer Restrictions: Limitations on share transfers and right of first refusal provisions
11. Exit Provisions: Procedures for founder departure, including voluntary and involuntary exits
12. Non-Competition: Restrictions on competing activities during and after involvement
13. Dispute Resolution: Process for resolving disagreements between co-founders
14. Term and Termination: Duration of the agreement and circumstances for termination
15. General Provisions: Standard legal clauses including governing law, amendments, and notices
1. Employment Terms: Used when co-founders will also be employees, defining employment relationship and compensation
2. Founders' Loans: Include when co-founders are providing loans to the company
3. Spouse Consent: Required if any co-founder is married under Philippine law, due to community property implications
4. Anti-Dilution Protection: Include when protecting against future dilution of founder shares
5. Tag-Along Rights: Optional protection allowing minority founders to join in sale of shares
6. Drag-Along Rights: Include when majority founders want right to force minority participation in sale
7. Death and Incapacity: Detailed provisions for handling shares in case of death or incapacity
8. International Operations: Include when business operations extend beyond Philippines
1. Schedule A - Business Plan: Detailed business plan and strategic objectives
2. Schedule B - Initial Shareholding: Detailed breakdown of share allocation and share classes
3. Schedule C - Vesting Schedule: Detailed vesting terms and conditions for founder shares
4. Schedule D - IP Assignment: Comprehensive list of intellectual property being assigned to the company
5. Schedule E - Initial Capital Contributions: Detailed list of cash and non-cash contributions from each founder
6. Schedule F - Reserved Matters: List of decisions requiring special majority or unanimous consent
7. Schedule G - Key Performance Indicators: Metrics for evaluating founder performance and contributions
8. Appendix 1 - Deed of Adherence: Template for new parties joining the agreement
9. Appendix 2 - Share Transfer Notice: Template for share transfer notifications
Relevant legal definitions
Clauses
Interpretation
Incorporation
Business of the Company
Capital Contributions
Share Capital and Issuance
Vesting
Roles and Responsibilities
Remuneration
Board Composition
Management
Reserved Matters
Decision Making
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Good/Bad Leaver Provisions
Death and Incapacity
Valuation
Exit Provisions
Warranties
Indemnification
Default
Termination
Dispute Resolution
Governing Law
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Costs
Further Assurance
Incorporation
Business of the Company
Capital Contributions
Share Capital and Issuance
Vesting
Roles and Responsibilities
Remuneration
Board Composition
Management
Reserved Matters
Decision Making
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Good/Bad Leaver Provisions
Death and Incapacity
Valuation
Exit Provisions
Warranties
Indemnification
Default
Termination
Dispute Resolution
Governing Law
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Costs
Further Assurance
Relevant Industries
Technology and Software
E-commerce
Financial Services
Healthcare and Biotech
Manufacturing
Professional Services
Retail
Education Technology
Digital Media
Clean Technology
Logistics and Transportation
Food and Beverage
Real Estate Technology
Agricultural Technology
Consulting Services
Relevant Teams
Legal
Executive Leadership
Corporate Governance
Human Resources
Finance
Company Secretariat
Compliance
Business Development
Operations
Strategy
Relevant Roles
Chief Executive Officer (CEO)
Chief Technology Officer (CTO)
Chief Financial Officer (CFO)
Chief Operating Officer (COO)
Chief Marketing Officer (CMO)
Co-Founder
Managing Director
Technical Director
Operations Director
Business Development Director
Corporate Secretary
General Counsel
Startup Founder
Managing Partner
Executive Director
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