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Co Founder Separation Agreement Template for Switzerland

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Key Requirements PROMPT example:

Co Founder Separation Agreement

"I need a Co-Founder Separation Agreement under Swiss law for an amicable split where the departing founder will continue as a technical advisor until March 2025, including share transfer terms and maintaining positive business relationships."

Document background
The Co-Founder Separation Agreement is a critical document used when one or more founders decide to part ways with a business venture in Switzerland. It becomes necessary when co-founders need to formally separate their business relationship due to various circumstances such as strategic disagreements, personal reasons, or pursuit of different opportunities. This agreement, governed by Swiss law and particularly the Swiss Code of Obligations, provides a comprehensive framework for managing the separation process, including share transfers, financial settlements, intellectual property rights, and ongoing obligations. The document must comply with Swiss corporate governance requirements and commercial register regulations, while addressing potential challenges such as company valuation, non-compete provisions, and confidentiality requirements. It serves as a crucial tool for maintaining business continuity and minimizing potential disputes during and after the separation process.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the departing co-founder, remaining co-founder(s), and the company

2. Background: Recitals explaining the history of the co-founder relationship, current situation, and reason for separation

3. Definitions: Key terms used throughout the agreement

4. Effective Date: Specification of when the separation becomes effective

5. Share Transfer: Terms and conditions of the transfer of the departing co-founder's shares

6. Purchase Price and Payment: Details of the compensation for shares and payment terms

7. Resignation from Positions: Formal resignation from all official positions (director, officer, etc.)

8. Mutual Release: Release of claims between parties

9. Confidentiality: Ongoing obligations regarding confidential information

10. Return of Company Property: Process and timeline for returning company assets and materials

11. Intellectual Property Rights: Confirmation of company ownership of IP and assignment of any remaining rights

12. Non-Disparagement: Agreement not to make negative statements about other parties

13. Further Assurance: Commitment to execute additional documents if needed

14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

15. General Provisions: Standard contractual provisions including severability, entire agreement, etc.

Optional Sections

1. Non-Compete Obligations: Restrictions on future competitive activities - optional but common when there are specific competitive concerns

2. Ongoing Consulting Arrangement: Terms of any continuing advisory role - used when the departing founder will maintain some involvement

3. Employee Matters: Required when the co-founder was also an employee and employment terms need to be addressed

4. Tax Matters: Specific tax-related provisions - needed when there are complex tax implications

5. Earnout Provisions: Used when part of the purchase price is contingent on future performance

6. Transition Services: Details of any temporary support the departing founder will provide - used when handover period is needed

7. Outstanding Loans: Required when there are loans between the parties that need to be addressed

8. Insurance and Indemnification: Needed when ongoing insurance coverage or specific indemnification is required

Suggested Schedules

1. Schedule of Shares: Detailed breakdown of shareholding and transfer arrangements

2. Schedule of Company Property: List of all company property to be returned

3. Payment Schedule: Detailed payment terms and installments if applicable

4. Intellectual Property Schedule: Comprehensive list of IP rights and assignments

5. Schedule of Positions: List of all positions held and to be resigned from

6. Release Documentation: Form of mutual release and related documents

7. Resignation Letters: Template or final versions of all required resignation letters

8. Commercial Register Forms: Required Swiss Commercial Register documentation

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

Start-ups

Financial Services

Manufacturing

Professional Services

E-commerce

Healthcare

Biotechnology

Software Development

Consulting

Real Estate

Digital Media

Consumer Goods

Telecommunications

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Human Resources

Compliance

Corporate Development

Company Secretariat

Risk Management

Board of Directors

Relevant Roles

CEO

Managing Director

Company Secretary

General Counsel

Legal Director

Corporate Lawyer

Chief Financial Officer

Board Member

Chief Operating Officer

Chief Technology Officer

Compliance Officer

HR Director

Business Development Director

Corporate Development Manager

Investment Manager

Startup Founder

Venture Capital Partner

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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