Co-founder agreement

FOUNDER AGREEMENT Between: [Founder 1 Name], [Founder 2 Name], [Founder 3 Name] For: [Company name, working title acceptable] Date: [YYYY-MM-DD] Status: Pre-incorporation working agreement [Note: this becomes the basis of the SHA at incorporation; legal counsel must finalise.] 1 · ROLES - [Founder 1]: [Title — CEO / CTO / etc.] · primary scope: [hiring & fundraising / product & eng / GTM] - [Founder 2]: [Title] · primary scope: [...] - [Founder 3]: [Title] · primary scope: [...] Tie-breaker authority by domain: - Commercial / hiring / fundraising decisions: [CEO] - Product / engineering / architecture: [CTO] - GTM / brand / sales: [Head of GTM] 2 · EQUITY SPLIT - [Founder 1]: ___% reasoning: [years of work, capital contributed, IP, leadership of company] - [Founder 2]: ___% reasoning: [...] - [Founder 3]: ___% reasoning: [...] - ESOP pool reserved at incorporation: ___% (typically 10–15%) Total: 100% 3 · VESTING (mandatory — applies even to existing equity) - Vesting schedule: 4 years - Cliff: 1 year (no equity vests if a founder leaves before month 12) - Vesting cadence after cliff: monthly - Vesting start date: [YYYY-MM-DD] 4 · IP ASSIGNMENT Each founder hereby assigns to the company all intellectual property — code, designs, written content, technical documents, customer relationships, trademarks — created in connection with the business of the company, whether before or after this agreement. This applies to work done before incorporation, including from prior employers (where permitted). 5 · TIME COMMITMENT - [Founder 1]: full-time from [date] · no other commitments > [N hours/week] - [Founder 2]: full-time from [date] - [Founder 3]: full-time from [date] If any founder wishes to take outside work, paid advisory, or extended sabbatical (>30 days), requires written agreement of the others. 6 · DECISION-MAKING Day-to-day decisions: per role assignment in Section 1. Joint decisions (require consent of all founders): - New co-founder hire - Equity grants > ___% to any individual - Pivoting business model - Sale of company - Raising a round - Senior leadership hires (VP+ level) Disagreements: 7-day cooling period, then mediation by the company's appointed advisor (named below). If unresolved, board vote (post-funding) or 50%+1 founder vote (pre-funding). 7 · DEPARTURE CLAUSES Voluntary departure: - Vested equity stays with departing founder, subject to ROFR for the company at fair market value. - Unvested equity returns to the option pool. Termination for cause (defined narrowly): - Fraud / criminal conviction / gross misconduct / material breach of this agreement. - Triggers loss of unvested equity AND clawback of 50% of vested equity at original cost basis. Termination without cause: - All vested equity stays. - Severance: [N months] of cash equivalent. Disability / extended health leave: - Paid leave for 90 days; vesting continues. - After 90 days, vesting pauses pro-rata until return. 8 · CONFIDENTIALITY & NON-COMPETE Each founder agrees to maintain confidentiality of company information indefinitely. Non-compete: 12 months post-departure, in [defined sector], [defined geography]. [Note: non-competes are unenforceable in California and limited in many jurisdictions; check local counsel.] 9 · ADVISORS - [Advisor 1 name]: [domain] · ___% advisor equity, 2-yr vesting, no cliff. - [Advisor 2 name]: [domain] · ___%, 2-yr vesting, no cliff. 10 · DISPUTE RESOLUTION Any dispute is first mediated by [Named advisor]. If unresolved within 30 days, binding arbitration in [Jurisdiction] under [Arbitration body] rules. SIGNATURES [Founder 1 Name] · Date · Signature [Founder 2 Name] · Date · Signature [Founder 3 Name] · Date · Signature [Witness] · Date · Signature