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Co Founder Exit Agreement
"I need a Co-Founder Exit Agreement for my technology startup in Manila, where our CTO co-founder will be leaving amicably but continuing as a technical advisor until March 2025; the agreement should include gradual share transfer terms and maintain good relationships."
1. Parties: Identification of the departing co-founder, remaining co-founders, and the company
2. Background: Brief history of the company, co-founder's role, and circumstances leading to the exit
3. Definitions: Key terms used throughout the agreement
4. Share Transfer Terms: Details of the share transfer including quantity, price, and transfer mechanism
5. Payment Terms: Structure and timing of payments for the departing co-founder's shares
6. Representations and Warranties: Statements of fact by both parties regarding ownership, authority, and company status
7. Confidentiality: Ongoing obligations regarding company confidential information
8. Non-Compete and Non-Solicitation: Restrictions on future competitive activities and hiring company employees
9. Release of Claims: Mutual release of claims between parties
10. Tax Matters: Allocation of tax responsibilities and obligations
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
12. General Provisions: Standard clauses including notices, amendments, and severability
1. Intellectual Property Assignment: Required when the departing co-founder needs to formally transfer IP rights to the company
2. Transition Services: Include when the co-founder will provide transitional support post-exit
3. Advisory Role: Used when the co-founder will continue in an advisory capacity
4. Employee Matters: Required if the co-founder holds an employment position that needs termination
5. Outstanding Loans and Debts: Include if there are any financial obligations between the parties to be settled
6. Earnout Provisions: Used when part of the exit payment is contingent on future performance
7. Board Resignation: Required if the co-founder holds board positions
8. Public Announcements: Include for guidelines on how the exit will be communicated externally
1. Schedule A - Share Details: Details of shares held, including class, number, and percentage ownership
2. Schedule B - Valuation Report: Independent valuation of the shares being transferred
3. Schedule C - Payment Schedule: Detailed breakdown of payment installments and dates
4. Schedule D - Company Assets: List of company assets in which the departing co-founder has interests
5. Schedule E - Intellectual Property: Comprehensive list of IP rights being transferred
6. Schedule F - Outstanding Obligations: List of any pending commitments or obligations
7. Appendix 1 - Resignation Letters: Template or copies of resignation letters from various positions
8. Appendix 2 - Share Transfer Forms: Required legal forms for share transfer under Philippine law
Authors
Articles of Incorporation
Board
Business
Business Day
By-laws
Company
Company Assets
Completion Date
Confidential Information
Consideration
Corporation Code
Departing Co-Founder
Effective Date
Encumbrance
Exit Date
Fair Market Value
Financial Statements
Governmental Authority
Intellectual Property Rights
Material Adverse Effect
Non-Compete Period
Outstanding Obligations
Parties
Payment Schedule
Remaining Co-Founders
Restricted Business
Securities
Share Transfer
Shares
Signing Date
Tax
Territory
Trade Secrets
Transaction Documents
Transfer Forms
Transition Period
Valuation Report
Working Day
Share Transfer
Purchase Price
Payment Terms
Completion Conditions
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Representations and Warranties
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property Assignment
Release of Claims
Indemnification
Tax Covenants
Board Resignation
Public Announcements
Further Assurance
Assignment
Notices
Costs
Entire Agreement
Variation
Waiver
Severability
Force Majeure
Governing Law
Dispute Resolution
Counterparts
Technology
E-commerce
Financial Services
Manufacturing
Professional Services
Healthcare
Education Technology
Real Estate
Consumer Goods
Media and Entertainment
Software Development
Retail
Consulting
Legal
Finance
Executive Leadership
Board of Directors
Corporate Secretariat
Compliance
Human Resources
Corporate Affairs
Risk Management
Chief Executive Officer
Managing Director
Company Founder
Co-Founder
Corporate Lawyer
Legal Counsel
Chief Financial Officer
Company Secretary
Board Director
Chief Legal Officer
Corporate Secretary
Finance Director
Chief Operations Officer
Head of Legal
Compliance Officer
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