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Pre Incorporation Founders Agreement
"I need a Pre-Incorporation Founders Agreement for a technology startup in Manila with three co-founders (two technical, one business), where one founder is contributing existing software IP and we plan to seek venture capital funding by March 2025."
1. Parties: Identification and details of all founding members entering into the agreement
2. Background: Context of the agreement, including the business concept and intention to incorporate
3. Definitions: Key terms used throughout the agreement
4. Business of the Company: Detailed description of the proposed business, its objectives, and scope
5. Founders' Contributions: Details of what each founder will contribute (capital, assets, intellectual property, services)
6. Equity Structure: Proposed shareholding structure and share classes upon incorporation
7. Roles and Responsibilities: Specific duties and commitments of each founder
8. Decision Making: Process for making key decisions during pre-incorporation phase
9. Intellectual Property: Ownership and transfer of IP developed before incorporation
10. Confidentiality: Protection of confidential information and trade secrets
11. Incorporation Process: Timeline and responsibilities for company incorporation
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Dispute Resolution: Process for resolving disagreements between founders
14. Governing Law: Specification of Philippine law as governing law
15. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments
1. Non-Compete: Restrictions on founders engaging in competing businesses, used when founders have existing business interests or industry connections
2. Vesting Provisions: Schedule for earning equity over time, used when founders want to ensure long-term commitment
3. Death/Incapacity: Procedures in case of founder death or incapacity, important for high-risk ventures or older founders
4. External Investment: Framework for accepting future investment, relevant for startups planning to seek external funding
5. Family Succession: Rules for family business succession, relevant for family-owned ventures
6. Foreign Ownership Provisions: Special provisions complying with Philippine foreign ownership restrictions, needed when foreign founders are involved
1. Schedule A - Business Plan: Detailed business plan including market analysis and financial projections
2. Schedule B - Initial Contributions: Itemized list of each founder's initial contributions with valuations
3. Schedule C - Intellectual Property Register: List of all IP assets being contributed or developed
4. Schedule D - Share Structure: Detailed breakdown of proposed shareholding and share classes
5. Schedule E - Roles and Responsibilities Matrix: Detailed matrix of founder roles, responsibilities, and time commitments
6. Schedule F - Implementation Timeline: Timeline for pre-incorporation activities and incorporation process
7. Schedule G - Key Performance Indicators: Metrics for evaluating founder performance and business progress
Authors
Articles of Incorporation
Board
Business
Business Day
Business Plan
Capital Contribution
Company
Confidential Information
Effective Date
Encumbrance
Equity Securities
Fair Market Value
Founders
Founding Shares
Future Company
Initial Public Offering
Intellectual Property Rights
Material Breach
Non-compete Period
Pre-incorporation Period
Proposed Company
Related Party
Relevant Experience
Reserved Matters
Share Capital
Shareholders Agreement
Subscription Agreement
Territory
Transfer
Valuation
Vesting Period
Vesting Schedule
Working Hours
Business Assets
Incorporation Date
Key Performance Indicators
Management Committee
Material Change
Philippine Peso
Proprietary Information
Restricted Business
Securities and Exchange Commission
Sweat Equity
Contributions
Equity Distribution
Business Operation
Management and Control
Decision Making
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Roles and Responsibilities
Remuneration
Expenses
Incorporation Process
Share Vesting
Transfer Restrictions
Deadlock Resolution
Dispute Resolution
Termination
Death and Incapacity
Representations and Warranties
Indemnification
Force Majeure
Assignment
Notices
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Future Funding
Exit Provisions
Tag-Along Rights
Drag-Along Rights
Business Plan Compliance
Good Faith
Further Assurance
Technology and Software
E-commerce
Financial Services
Manufacturing
Professional Services
Healthcare
Education
Retail
Food and Beverage
Real Estate
Agriculture
Digital Media
Consulting
Green Technology
Transportation and Logistics
Legal
Corporate Governance
Executive Leadership
Finance
Operations
Business Development
Administrative
Company Secretarial
Risk Management
Compliance
Chief Executive Officer
Chief Technology Officer
Chief Financial Officer
Chief Operating Officer
Managing Director
Business Development Director
Legal Counsel
Corporate Secretary
Startup Founder
Managing Partner
Company Director
Head of Operations
Financial Controller
Business Owner
Entrepreneur
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Founders Contract
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Pre Incorporation Founders Agreement
A Philippine law-governed agreement establishing founding members' rights, obligations, and relationships prior to company incorporation.
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Founder Shareholder Agreement
A Philippine law-governed agreement establishing rights, obligations, and relationships between founding shareholders of a company.
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