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Co Founder Equity Agreement
"I need a Co-Founder Equity Agreement for a Philippine technology startup with three co-founders, where I'll own 40% and the other two will split the remaining 60%, with a four-year vesting schedule starting March 2025 and special provisions for intellectual property protection."
1. Parties: Identification of all co-founders and the company, including their complete legal names and addresses
2. Background: Context of the agreement, including company formation details and purpose of the arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Equity Allocation: Details of initial equity distribution among co-founders, including number of shares, classes of shares, and percentage ownership
5. Vesting Provisions: Terms of equity vesting, including vesting schedule, cliff period, and acceleration events
6. Roles and Responsibilities: Defined roles, commitments, and expectations for each co-founder
7. Board Composition: Structure and voting rights of the board of directors
8. Decision Making: Process for major business decisions and required voting thresholds
9. Transfer Restrictions: Limitations on transfer of shares and right of first refusal provisions
10. Exit Provisions: Terms governing founder departure, including good leaver/bad leaver provisions
11. Confidentiality: Obligations regarding company and co-founder confidential information
12. Representations and Warranties: Standard representations by all parties
13. Term and Termination: Duration of agreement and grounds for termination
14. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Intellectual Property Assignment: Detailed IP assignment provisions when significant pre-existing IP is involved
2. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation, if desired
3. Investment Commitments: Required capital contributions if additional founder investment is expected
4. Drag-Along and Tag-Along Rights: Rights for share sale participation, typically added if future investment is anticipated
5. Dispute Resolution: Detailed arbitration or mediation procedures if preferred over court proceedings
6. Employment Terms: Executive employment terms if founders will be employed by the company
7. Dead Lock Resolution: Specific procedures for resolving deadlocks in decision-making
8. Future Funding Provisions: Terms governing future funding rounds and dilution protection
1. Schedule A - Cap Table: Detailed breakdown of share ownership and classes
2. Schedule B - Vesting Schedule: Detailed vesting timeline and terms for each founder
3. Schedule C - Company Information: Corporate details including registration numbers and registered address
4. Schedule D - Founder Details: Detailed information about each founder including contact details and share certificates
5. Schedule E - IP Schedule: List of intellectual property being contributed by each founder
6. Schedule F - Reserved Matters: List of decisions requiring special approval
7. Appendix 1 - Share Transfer Form: Template for executing share transfers
8. Appendix 2 - Deed of Adherence: Template for new shareholders joining the agreement
Authors
Bad Leaver
Board
Business
Business Day
Business Plan
By-Laws
Capital
Change of Control
Common Shares
Company
Competitor
Confidential Information
Control
Co-Founder
Deed of Adherence
Director
Drag-Along Right
Effective Date
Encumbrance
Equity Securities
Fair Market Value
Financial Year
Fully Diluted Share Capital
Good Leaver
Group
Initial Public Offering (IPO)
Intellectual Property Rights
Material Contract
Members' Agreement
Ordinary Resolution
Parties
Person
Preferred Shares
Qualifying IPO
Related Party
Reserved Matters
Right of First Refusal
Securities
Share Capital
Shareholders
Special Resolution
Stock Option Plan
Subsidiary
Tag-Along Right
Term
Territory
Transfer
Valuation
Vesting Date
Vesting Period
Vesting Schedule
Share Allocation
Share Vesting
Capital Contributions
Founder Commitments
Board Composition
Management Rights
Voting Rights
Reserved Matters
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Anti-dilution
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Representations and Warranties
Information Rights
Good/Bad Leaver Provisions
Exit Provisions
Death and Incapacity
Dispute Resolution
Deadlock Resolution
Term and Termination
Force Majeure
Severability
Entire Agreement
Assignment
Notices
Governing Law
Jurisdiction
Amendment
Waiver
Further Assurance
Costs
Technology
E-commerce
Financial Services
Healthcare
Education Technology
Manufacturing
Professional Services
Real Estate
Food and Beverage
Retail
Digital Media
Software Development
Biotechnology
Consulting
Social Enterprise
Legal
Corporate Secretarial
Executive Leadership
Board of Directors
Corporate Governance
Compliance
Finance
Human Resources
Chief Executive Officer
Chief Operating Officer
Chief Technology Officer
Chief Financial Officer
Managing Director
Company Founder
Co-Founder
Executive Director
Corporate Secretary
General Counsel
Legal Counsel
Corporate Lawyer
Business Development Director
Startup Founder
Entrepreneur
Managing Partner
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