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Co Founder Separation Agreement Template for United States

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Key Requirements PROMPT example:

Co Founder Separation Agreement

"I need a Co-Founder Separation Agreement for my technology startup where one founding partner is leaving amicably to pursue other opportunities, with a planned exit date of March 1, 2025, including provisions for transferring 15% equity stake and ongoing technical consulting arrangements."

Document background
The Co-Founder Separation Agreement is a vital legal instrument used when one or more founders decide to part ways with a business venture in the United States. This document becomes necessary when co-founders need to formally separate their business relationship due to various circumstances such as strategic disagreements, personal reasons, or pursuing different opportunities. The agreement is structured to comply with both federal and state corporate laws, ensuring that all aspects of the separation are properly addressed, including ownership transitions, financial settlements, and future obligations. It serves as a comprehensive framework to prevent future disputes by clearly defining the terms of separation, protecting intellectual property rights, establishing confidentiality requirements, and outlining any continuing obligations. The document is particularly crucial for maintaining business continuity while facilitating a clean break between the parties involved.
Suggested Sections

1. Parties: Identification of the co-founders and the company involved in the separation

2. Background: Brief history of the business relationship and reasons 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. Financial Settlement: Terms of any buyout, compensation, or financial arrangements

6. Share Transfer and Ownership: Details of stock ownership changes, including sale, transfer, or retention of shares

7. Release of Claims: Mutual release of claims between parties

8. Confidentiality: Ongoing obligations regarding company confidential information

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

10. Representations and Warranties: Statements of fact by both parties regarding their authority, ownership, and obligations

11. Tax Matters: Handling of tax implications and responsibilities

12. General Provisions: Standard legal clauses including governing law, notices, and entire agreement

13. Execution: Signature blocks and execution requirements

Optional Sections

1. Non-Compete Provisions: Restrictions on future competitive activities - include when there's risk of competitive behavior

2. Non-Solicitation: Restrictions on soliciting employees or customers - include when protecting company relationships is crucial

3. Intellectual Property Assignment: Specific IP transfer or retention terms - include when significant IP is involved

4. Transition Services: Terms for temporary continuation of services - include when handover period is needed

5. Board Resignation: Specific terms for board resignation - include when co-founder held board position

6. Public Announcements: Controls over public statements about separation - include for high-profile separations

7. Ongoing Cooperation: Terms for future assistance in legal or business matters - include when continued cooperation might be needed

8. Benefits Continuation: Details of any continuing benefits - include when benefits are being extended post-separation

9. Dispute Resolution: Specific procedures for resolving disputes - include when standard litigation is not preferred

10. Outstanding Loans: Settlement of any loans between parties - include when financial obligations exist

Suggested Schedules

1. Schedule A - Share Ownership Details: Current and post-separation share ownership structure

2. Schedule B - Financial Settlement Terms: Detailed breakdown of all financial arrangements and payment terms

3. Schedule C - Company Property Inventory: List of all company property to be returned

4. Schedule D - Intellectual Property Rights: Detailed list of IP rights and their disposition

5. Schedule E - Ongoing Obligations: List of continuing duties and responsibilities

6. Schedule F - Outstanding Loans and Debts: Details of any financial obligations between parties

7. Appendix 1 - Resignation Letters: Forms of resignation from various positions

8. Appendix 2 - Release Forms: Detailed release of claims forms

9. Appendix 3 - Share Transfer Forms: Legal documents for share transfers

10. Appendix 4 - Board Resolutions: Required corporate resolutions approving the separation

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

Software Development

E-commerce

Financial Services

Healthcare

Manufacturing

Professional Services

Media and Entertainment

Real Estate

Retail

Consulting

Biotechnology

Education Technology

Food and Beverage

Transportation and Logistics

Relevant Teams

Legal

Executive Leadership

Finance

Human Resources

Corporate Governance

Board of Directors

Operations

Compliance

Administrative

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Operating Officer

Chief Financial Officer

Chief Technology Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Board Member

Managing Director

Company Director

Founding Partner

Executive Director

VP of Operations

VP of Finance

Head of Legal

Corporate Attorney

Business Development Director

Startup Founder

Entrepreneur

Business Owner

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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