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Co Founder Separation Agreement Template for Germany

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Key Requirements PROMPT example:

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."

Document background
The Co-Founder Separation Agreement is a critical document used when one of the founding members decides to exit a business venture in Germany. It becomes necessary when co-founders choose to part ways due to various circumstances such as strategic disagreements, personal reasons, or pursuit of different opportunities. This agreement, governed by German law, carefully addresses multiple aspects including share valuation and transfer, intellectual property rights, confidentiality obligations, non-compete provisions, and ongoing responsibilities. It ensures compliance with German corporate law requirements while providing a clear framework for the separation process. The document is particularly important as it helps prevent future disputes by clearly defining the terms of separation and protecting both the departing co-founder's rights and the company's interests.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

E-commerce

Financial Services

Professional Services

Manufacturing

Healthcare

Software Development

Consumer Goods

Media and Entertainment

Biotechnology

Real Estate

Education Technology

Consulting

Retail

Relevant Teams

Legal

Finance

Executive Leadership

Corporate Governance

Human Resources

Compliance

Board of Directors

Corporate Affairs

Risk Management

Operations

Relevant Roles

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

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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