¶¶Òõ¶ÌÊÓƵ

The Co-Founder Vesting Agreement is a crucial document used in Swiss startups and companies to protect both the business and its co-founders by establishing a structured approach to equity ownership. It is typically implemented at company formation or when new co-founders join, ensuring that equity is earned over time rather than granted immediately. This agreement, governed by Swiss law, includes essential provisions such as vesting schedules, cliff periods, and conditions for accelerated vesting, while addressing specific requirements under Swiss corporate and tax law. The document is particularly important in scenarios where multiple founders are involved, helping prevent potential disputes and ensuring long-term commitment to the company's success. It should be customized based on the specific circumstances of the company, the contributions of each co-founder, and the overall business strategy.

1. Parties: Identification of the co-founder(s) and the company, including their full legal names and addresses

2. Background: Context of the agreement, including the company's formation, the co-founder's role, and the purpose of the vesting arrangement

3. Definitions: Key terms used throughout the agreement, including 'Vesting Period', 'Cliff', 'Vesting Schedule', 'Cause', etc.

4. Share Allocation: Details of the initial share allocation and share classes

5. Vesting Provisions: Core vesting mechanics, including vesting period, cliff period, and vesting schedule

6. Transfer Restrictions: Limitations on share transfers during the vesting period and associated rights of first refusal

7. Termination Provisions: Consequences of various termination scenarios on vesting (voluntary departure, termination for cause, death, disability)

8. Company's Repurchase Rights: Terms under which the company can repurchase unvested shares

9. Tax Provisions: Tax treatment of the vesting arrangement and responsibilities of the parties

10. Representations and Warranties: Standard declarations by both parties regarding their capacity and authority

11. Confidentiality: Protection of company information and trade secrets

12. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes