Co Founder Exit Agreement Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
The Co-Founder Exit Agreement is a crucial document used when one of the founding members decides to leave a company in the Philippines. This agreement becomes necessary when a co-founder wishes to separate from the business due to various circumstances such as retirement, pursuit of other opportunities, or strategic disagreements. The document must comply with Philippine corporate laws, particularly the Corporation Code and Securities Regulation Code. It typically includes detailed provisions for share valuation and transfer, payment structures, confidentiality obligations, non-compete restrictions, and the resolution of any outstanding matters between the parties. The agreement also addresses tax implications under Philippine law and may include provisions for transitional arrangements to ensure business continuity. This document is essential for protecting both the departing co-founder's interests and the company's stability during the transition.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

E-commerce

Financial Services

Manufacturing

Professional Services

Healthcare

Education Technology

Real Estate

Consumer Goods

Media and Entertainment

Software Development

Retail

Consulting

Relevant Teams

Legal

Finance

Executive Leadership

Board of Directors

Corporate Secretariat

Compliance

Human Resources

Corporate Affairs

Risk Management

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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