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Co Founder Exit Agreement Template for South Africa

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Key Requirements PROMPT example:

Co Founder Exit Agreement

"I need a Co-Founder Exit Agreement for my technology startup in Cape Town, where one founding member is leaving to pursue other opportunities but will retain 5% shareholding and provide occasional consulting services for 12 months from March 2025."

Document background
The Co-Founder Exit Agreement is a crucial document used when one of the founding members decides to leave a business venture in South Africa. It becomes necessary when co-founders part ways due to various circumstances such as strategic disagreements, personal reasons, or pursuit of other opportunities. The agreement ensures a smooth transition by addressing key aspects including share valuations, transfer mechanisms, and post-exit obligations, all while complying with South African legislative requirements including the Companies Act 71 of 2008 and relevant tax laws. This document is particularly important in protecting both the departing co-founder's interests and the company's future operations, incorporating necessary provisions for confidentiality, non-competition, and intellectual property rights. The agreement serves as a comprehensive record of the separation terms and helps prevent future disputes by clearly outlining all parties' rights and obligations.
Suggested Sections

1. Parties: Identification of the departing co-founder, remaining co-founders, and the company

2. Background: History of the company formation, current shareholding structure, and reasons for exit

3. Definitions: Definitions of key terms used throughout the agreement

4. Share Transfer Terms: Details of share transfer including pricing, payment terms, and mechanics of transfer

5. Resignation from Positions: Terms of resignation from directorship, employment, and other official positions

6. Payment and Settlement: Financial settlement details including any earn-outs, deferred payments, or adjustments

7. Confidentiality Obligations: Ongoing confidentiality requirements and handling of sensitive information

8. Non-Compete and Non-Solicitation: Restrictions on future competitive activities and solicitation of employees/clients

9. Mutual Release: Release of claims between parties post-exit

10. Representations and Warranties: Standard representations regarding authority, share ownership, and disclosure

11. Transition Arrangements: Handover of responsibilities and ongoing transition support

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

Optional Sections

1. Intellectual Property Assignment: Specific provisions for transfer or retention of IP rights, used when significant IP exists

2. Ongoing Consultancy Arrangement: Terms of any continuing advisory or consultancy role, if applicable

3. Employee Share Option Scheme: Treatment of existing share options or employee share schemes, if relevant

4. Tax Indemnities: Specific tax-related indemnities, used when complex tax implications exist

5. Dispute Resolution: Detailed dispute resolution procedures, recommended for high-value exits

6. Family Members Involvement: Provisions dealing with family members' interests, if family members are involved in the business

7. Outstanding Loans: Treatment of any loans between co-founder and company, if applicable

8. Future Cooperation: Terms for future cooperation or reference-giving, if agreed

Suggested Schedules

1. Share Transfer Details: Detailed breakdown of shares being transferred, including share certificates and values

2. Payment Schedule: Detailed payment terms including installments, earn-outs, and conditions

3. Company Assets Register: List of company assets and their allocation/treatment post-exit

4. Intellectual Property Register: Complete list of IP rights and their disposition

5. Outstanding Obligations: List of any ongoing obligations, loans, or liabilities

6. Handover Checklist: Detailed list of items and responsibilities to be handed over

7. Non-Compete Terms: Detailed terms of non-compete including geographical and temporal scope

8. Required Resignations: Forms and letters of resignation from various positions

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




































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Relevant Industries

Technology and Software

E-commerce

Financial Services

Professional Services

Manufacturing

Healthcare

Media and Entertainment

Retail

Consulting

Education Technology

Biotechnology

Real Estate

Agriculture Technology

Mining

Renewable Energy

Relevant Teams

Legal

Executive

Board of Directors

Corporate Governance

Finance

Human Resources

Company Secretariat

Compliance

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Company Director

Co-Founder

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Chief Legal Officer

Company Secretary

Corporate Lawyer

Business Development Director

Board Member

Shareholder

Venture Capital Partner

Investment Director

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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