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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."
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.
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
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
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
Legal
Executive Leadership
Corporate Governance
Board of Directors
Corporate Secretary Office
Compliance
Human Resources
Finance
Strategy
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
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