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Founders Agreement With Vesting Template for Canada

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Key Requirements PROMPT example:

Founders Agreement With Vesting

"Need a Founders Agreement with Vesting for a Canadian tech startup with three co-founders having equal equity split (33.3% each), four-year vesting schedule with a one-year cliff, starting January 2025, with special provisions for intellectual property as we're developing AI software."

Document background
The Founders Agreement with Vesting is essential when establishing a new company in Canada, typically used during or shortly after incorporation. This document is crucial for protecting all founders' interests and ensuring long-term commitment through equity vesting provisions. It addresses key aspects such as share allocation, voting rights, roles and responsibilities, and intellectual property rights, while complying with Canadian corporate law requirements. The agreement becomes particularly important when there are multiple founders with different levels of contribution, when seeking external investment, or when planning for potential future scenarios such as founder exits or company sale. The vesting provisions help prevent early departures and ensure equitable distribution of equity based on continued contribution to the company's growth.
Suggested Sections

1. Parties: Identification of all founding members and the company

2. Background: Context of the agreement, including company formation and founders' roles

3. Definitions: Key terms used throughout the agreement

4. Share Allocation: Initial distribution of shares among founders

5. Vesting Provisions: Detailed vesting schedule, terms, and conditions

6. Roles and Responsibilities: Each founder's position, duties, and time commitment

7. Decision Making: Voting rights and major decision procedures

8. Intellectual Property: Assignment of IP rights to the company

9. Confidentiality: Protection of company and founder confidential information

10. Non-Compete and Non-Solicitation: Restrictions on competitive activities

11. Share Transfer Restrictions: Limitations on share transfers and right of first refusal

12. Termination: Circumstances and process for founder departure

13. Dispute Resolution: Process for resolving conflicts between founders

14. General Provisions: Standard legal clauses including governing law, amendments, etc.

Optional Sections

1. Death and Incapacity: Provisions for handling shares in case of death or incapacity - important for founders with significant health concerns or high-risk activities

2. Drag-Along Rights: Rights forcing minority shareholders to join in sale - relevant for companies planning future acquisition

3. Tag-Along Rights: Rights allowing minority shareholders to join in sale - important for protecting minority founders

4. External Activities: Terms for managing outside business activities - relevant when founders maintain other business interests

5. Founder Loans: Terms for any loans between founders and company - needed if founders are providing initial capital as loans

6. Special Share Rights: Any special voting or dividend rights - relevant for founders with different levels of involvement

7. Family Members Involvement: Rules regarding employment or involvement of founders' family members - important for family-connected businesses

Suggested Schedules

1. Schedule A - Share Vesting Schedule: Detailed breakdown of vesting timeline and milestones

2. Schedule B - Initial Share Allocation: Detailed breakdown of initial share distribution

3. Schedule C - Founder Information: Personal details and contact information of all founders

4. Schedule D - Intellectual Property List: Inventory of existing IP being transferred to the company

5. Schedule E - Company Business Plan: Initial business plan and strategic objectives

6. Schedule F - Founder Roles and Compensation: Detailed description of roles and any compensation arrangements

7. Appendix 1 - Share Transfer Form: Standard form for executing share transfers

8. Appendix 2 - Deed of Adherence: Template for new shareholders to agree to founders agreement terms

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Software Development

E-commerce

Financial Services

Healthcare

Biotechnology

Manufacturing

Professional Services

Media and Entertainment

Clean Technology

Retail

Educational Technology

Real Estate

Consulting

Food and Beverage

Relevant Teams

Legal

Executive Leadership

Corporate Governance

Board of Directors

Corporate Secretary Office

Compliance

Human Resources

Finance

Strategy

Relevant Roles

Chief Executive Officer (CEO)

Chief Technology Officer (CTO)

Chief Financial Officer (CFO)

Chief Operating Officer (COO)

Chief Marketing Officer (CMO)

Company Founder

Co-Founder

Managing Director

Corporate Lawyer

Legal Counsel

Company Secretary

Board Member

Director

Startup Founder

Entrepreneur

General Counsel

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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