Such agreement among the founder member is known as founder’s agreement. All distributions must be made in the following order: The Company will be managed by the Founders, and a majority of Founders may take any action on behalf of the Company except where explicitly stated otherwise in this agreement. The Founders hereby waive any and all right to have this agreement adjudicated by a court or jury. Successors / Assigns. First, in equal proportion to all Founders who have contributed cash that has not been repaid, until each Founder has been paid out to the extent of such contributions in full; Second, to all Founders in equal proportion. Governing Law. Without an understanding of business law, they answer some questions, generate a document and sign an off-the-shelf template contract. By making this document private, only you will be able to view or sign it. The first two paragraphs may be deleted if the parties find the non-compete concept objectionable. This form is drafted from a New York perspective, and may not be... Any Founder may resign from partnership in the Company for any reason or no reason at all by giving written notice to the other Founders. They’re not binding, but they are a good general guide to follow as you work through this process. 1 FOUNDER CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is entered into as of INSERT DATE HERE, by and between UNC STARTUP COMPANY (“Company”), and FACULTY MEMBER NAME (“Consultant”) who is an employee of the University of North Carolina at Chapel Hill (“University”). However, the twist was, they signed nothing. The Founders’ obligations contained in this section (Duties to the Company) will continue with respect to each Founder until the later of the date that is 3 months after (i) he ceases to be a partner of the Company, and (ii) he ceases to provide any services to the Company, whether as a partner, employee, officer, director, or otherwise. In a way, think of the founder agreement as a form of 'pre-nuptial agreement'." The unanimous written approval of all Founders is required to: The Founders must refer to the Company, in writing, all opportunities to participate in a business or activity that is directly competitive with the Project within [geographic region], whether as an employee, consultant, officer, director, advisor, investor, or partner. If the Company is close to obtaining outside funding or other significant milestone, the partners should consider giving some credit to a removed partner, such as a nominal equity stake in the continuing business entity, in recognition of past contributions. ____________________________         __________, [FOUNDER1 NAME]                                DATE, [FOUNDER2 NAME]                                DATE. As the Business Concept is further developed, Founders intend to transfer the Business Concept and Technology to either a California or Delaware Corporation that shall be formed by the Founders (the “Company”) upon the earliest of the following circumstances: [WHEN THE PROJECT WILL BECOME A COMPANY]. A Co-founder Agreement is a contract between Co-Founders setting out the ownership, initial investments and responsibilities of each Co-Founder. Track opens, views, and time spent on each page. This is an important thing to address in a Founder’s Agreement. Subject: [FD Members] Co-Founder Agreement Template. Imagine what would have happened if the Winklevoss twins had signed a founders agreement with Mark Zuckerberg? The Company will elect to be taxed as a partnership, and will maintain separate capital accounts for each Founder in accordance with applicable US Treasury Regulations. For the convenience of the parties, this agreement may be executed electronically and in counterparts. Upon formation of the Company, each Founder shall be elected by the Company to serve as a Board of Director and as an Officer of the Company. appropriate to parties in other jurisdictions. The later twists in the story all depended on that one decision. For a sample template of a founder’s legal agreement, see Sample funding documents for Ontario entrepreneurs. Note that some jurisdictions, such as California, would likely not enforce the second paragraph of this clause except in very limited circumstances. Notwithstanding such unanimous consensual disclosures, the Founders shall take all necessary steps to keep the Business Concept and Technology confidential until the formation of the Company, at which time the Founders shall further detail and define any confidentiality obligations. Each Founder shall also perform any a… ... Startup Founders Agreement. This agreement may not be assigned by any party hereto without the written consent of all Founders. 3 The Shareholders Agreement is an agreement signed by the Shareholders of a company whose purpose is to govern the internal relations within the company, as well as to establish the dispute resolution channels of any conflicts which may arise. The Founders agree and acknowledge that all provisions of this agreement, including confidentiality provisions, shall be binding up through the end of this mediation process. The Company will specially allocate income and losses in accordance with applicable US partnership income tax safe harbor provisions to avoid, to the extent permissible, any Founder having a capital account deficit at the end of any tax year. Within one year of signature, if the Founders have not yet formed a Company, the Founders agree to discuss the benefits of continued collaboration related to the Business Concept and Technology and will discuss a mutually agreeable timetable for the formation of the Company. Parties agree to transact the Business Concept and Technology through the corporation [OPERATION COMPANY NAME], (the “Operational Company”) a Delaware corporation with a business address of [OPERATION COMPANY ADDRESS]. 1. Any resulting arbitration award may be enforced in any court having valid jurisdiction, wherever located. incur any debt on the Company’s behalf or employ its credit, other than receivables to trade creditors in the ordinary course of business not to exceed $250 individually and $500 in aggregate; initiate any voluntary bankruptcy proceeding; liquidate or dissolve the Company, or distribute substantially all of its assets and business; enter into any inbound or outbound license, transfer, or other assignment of protectable intellectual property used in the Project, including any patentable inventions, copyrights, trade secrets, or trademark rights (except for inbound end user licenses for software applications in the ordinary course of business); approve any contract with a Founder, or an immediate family member or domestic partner of a Founder, or an affiliate of any of the foregoing persons; raise any equity capital in any amount from any person. 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