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Co Founder Separation Agreement
"I need a Co-Founder Separation Agreement for an amicable exit from my German technology startup, where I'll be transferring my 30% shareholding to the remaining founders by March 2025, while retaining some advisory rights and ensuring protection of the intellectual property I developed."
1. Parties: Identification of all parties to the agreement, including the company and departing co-founder
2. Background: Context of the co-founder relationship, company formation, and reason for separation
3. Definitions: Key terms used throughout the agreement
4. Effective Date and Resignation: Specification of when the separation takes effect and formal resignation from all positions
5. Share Transfer or Purchase: Terms and conditions of the share transfer or buyout, including valuation method and payment terms
6. Mutual Release: Release of claims between parties, except as specified in the agreement
7. Confidentiality Obligations: Ongoing duties regarding confidential information and trade secrets
8. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/customers
9. Company Property: Return of company property and documents
10. Public Announcements: Agreement on how the separation will be communicated externally
11. Taxes: Allocation of tax responsibilities and obligations
12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
13. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Intellectual Property Rights: Specific arrangements for IP developed by the departing co-founder, used when significant IP exists
2. Employment Termination: Required when the co-founder was also an employee, addressing employment-specific aspects
3. Transition Services: Terms for any temporary services to be provided by the departing co-founder
4. Earn-Out Provisions: Structure for additional payments based on company performance, used in complex financial settlements
5. Board Observation Rights: Terms for ongoing information rights, if applicable
6. Ongoing Cooperation: Specific obligations for future cooperation in legal matters or company transactions
7. Insurance and Indemnification: Continued D&O insurance coverage and indemnification terms
8. Social Media and Digital Assets: Handling of social media accounts and digital presence
1. Schedule 1 - Share Ownership Details: Current shareholding structure and details of shares to be transferred
2. Schedule 2 - Payment Terms: Detailed payment schedule and mechanics for share purchase
3. Schedule 3 - Company Property List: Inventory of all company property to be returned
4. Schedule 4 - Resignation Letters: Forms of resignation from various positions
5. Schedule 5 - Share Transfer Forms: Required documentation for share transfer under German law
6. Schedule 6 - IP Assignment: Detailed list and assignment of relevant intellectual property
7. Schedule 7 - Confidential Information: Specification of what constitutes confidential information
8. Schedule 8 - Ongoing Obligations: Detailed list of any continuing obligations or restrictions
Authors
Technology
E-commerce
Financial Services
Professional Services
Manufacturing
Healthcare
Software Development
Consumer Goods
Media and Entertainment
Biotechnology
Real Estate
Education Technology
Consulting
Retail
Legal
Finance
Executive Leadership
Corporate Governance
Human Resources
Compliance
Board of Directors
Corporate Affairs
Risk Management
Operations
CEO
Managing Director
Chief Legal Officer
General Counsel
Corporate Secretary
Chief Financial Officer
Board Member
Company Director
Founder
Co-Founder
Chief Operating Officer
Head of Legal
Corporate Lawyer
Business Development Director
Chief Technology Officer
Chief Commercial Officer
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