The Co-Founder Agreement is essential when two or more individuals join forces to establish a business venture in Canada. This document should be created during the early stages of company formation, ideally before or during the incorporation process. It provides a comprehensive framework for the business relationship, addressing critical elements such as equity distribution, vesting schedules, roles and responsibilities, and dispute resolution mechanisms. The agreement must comply with Canadian federal laws, including the Canada Business Corporations Act, as well as relevant provincial legislation. It serves as a crucial risk management tool by clearly defining expectations, protecting intellectual property, and establishing protocols for various business scenarios, including potential exits or disputes.
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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 arrangement
3. Definitions: Key terms used throughout the agreement defined for clarity and legal certainty
4. Roles and Responsibilities: Detailed description of each founder's position, duties, and areas of responsibility
5. Equity Distribution: Specification of ownership percentages and share structure among founders
6. Vesting Provisions: Terms of share vesting schedule and conditions for founders
7. Intellectual Property Rights: Assignment and ownership of IP created before and during the business
8. Decision Making: Procedures for business decisions and voting rights
9. Capital Contributions: Initial and ongoing financial contributions required from each founder
10. Compensation: Terms of salary, benefits, and other compensation for founders
11. Confidentiality: Protection of company and founder confidential information
12. Non-Compete and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/customers
13. Exit Provisions: Terms for founder departure, including voluntary and involuntary exits
14. Dispute Resolution: Process for resolving conflicts between founders
15. Term and Termination: Duration of the agreement and conditions for termination
16. General Provisions: Standard legal clauses including governing law, amendments, and notices
1. Dead Lock Resolution: Include when there are only two founders or equal ownership splits to address potential voting deadlocks
2. Anti-Dilution Rights: Include when protecting founders from equity dilution in future funding rounds
3. Family Member Involvement: Include when founders' family members may be involved in the business
4. International Operations: Include when business operations extend across multiple jurisdictions
5. Founder Illness/Disability: Include provisions for managing founder incapacity
6. External Activities: Include when founders maintain other business interests or employment
7. Right of First Refusal: Include when founders want pre-emptive rights to purchase others' shares
8. Tag-Along/Drag-Along Rights: Include when planning for potential future sale scenarios
1. Schedule A - Business Plan: Detailed business plan and company objectives
2. Schedule B - Share Structure: Detailed breakdown of share classes, numbers, and ownership
3. Schedule C - Vesting Schedule: Detailed vesting terms and timeline for founder shares
4. Schedule D - Initial Capital Contributions: List of all initial contributions (cash, assets, IP) by founders
5. Schedule E - Founder Resumes: Background and qualifications of each founder
6. Schedule F - IP Assignment: Detailed list of pre-existing IP being assigned to the company
7. Schedule G - Key Performance Indicators: Metrics for measuring founder performance and responsibilities
8. Appendix 1 - Consent of Spouses: Required spousal consents for married founders
9. Appendix 2 - Share Transfer Forms: Standard forms for future share transfers
Relevant legal definitions
Clauses
Relevant Industries
Technology
E-commerce
Financial Services
Healthcare
Manufacturing
Professional Services
Real Estate
Media and Entertainment
Education
Retail
Biotechnology
Clean Energy
Consulting
Software Development
Artificial Intelligence
Consumer Products
Digital Marketing
Social Enterprise
Relevant Teams
Legal
Executive Leadership
Board of Directors
Corporate Governance
Human Resources
Finance
Operations
Administrative
Company Secretariat
Relevant Roles
CEO
Co-Founder
Managing Director
Chief Technology Officer
Chief Financial Officer
Chief Operating Officer
Chief Product Officer
Chief Marketing Officer
VP of Engineering
VP of Sales
VP of Operations
Technical Co-Founder
Business Co-Founder
Founding Partner
Executive Director
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