Decoding a co-founder agreement

November 04, 2023 हिंदी में पढ़ें

Table of Contents

  1. Equity and salaries of each founder
  2. IPR
  3. The direction of the company
  4. Roles and responsibilities
  5. Co-Founder details
  6. Equity breakdown and initial capital contributions
  7. Management and approval rights
  8. Non-compete and confidentiality clauses
  9. Resignation, dissolution, and removal of directors
A Co-founder Agreement is an agreement between Co-Founders laying down the ownership, initial investments, and responsibilities of each Co-Founder. This agreement acts as a safeguard in the event of any dispute, as it can provide protection to show what the co-founder agreed too.

Equity and salaries of each founder

Under this clause, equity ownership, profit or loss sharing, and the salary of each founder are to be clearly stipulated. It is advised to include how changes in salaries will be addressed as well.
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When you are working on building a product/company, or business plan, you are creating intellectual property (IP) for the company. This clause states that every IP developed belongs to the company and not the individuals creating it.

The direction of the company

This clause contains information about how the firm is going to run, how are the operations set to happen and in what direction, how things will proceed when you decide to expand the firm and hire new people under you, and what happens in case of an acquisition or closure.

Roles and responsibilities

Each founder is in the business for a specific set of roles and responsibilities. Those have to be stated under this section. Ensure that you clearly define the duties of each founder so that there is not a duplication of work or any confusion of “ who is to handle what” at a later stage. This clause should be so clear that each founder knows exactly what he has to handle and what jobs do not fall under his umbrella of work.
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Co-Founder details

This section talks about the founders, their family background, education details, and work experience. It is mainly used for evaluation purposes by outsiders to check if the founders are actually capable enough of handling the business.

Equity breakdown and initial capital contributions

This section talks about the breakdown of assets & ndash who owns what? It also talks about how much capital has each founder invested in the business. This section is and will always remain as proofs of investment by each founder. It should also cover important aspects like what percent of the equity is vested etc.

Management and approval rights

Under this section, the founders negotiate and agree upon decision-making rights and approval rights. Who is going to approve budgets? Who is going to sign the cheques? Who is going to take decisions on everyday decisions? All these questions are answered in this section. Usually, it is always better to have all the founder's approvals and signs on all big decisions and the active partner can be responsible for all the day-to-day petty decisions.

Non-compete and confidentiality clauses

This clause includes all the confidentiality statements, which are private only between the founders and need not be disclosed to anyone except them.
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Resignation, dissolution, and removal of directors

This is the final requirement which talks about how everything is going to be distributed amongst the founders, in case of liquidation or closure of the company. It also talks about on what terms will one founder have the right to terminate another founder. Questions like what happens when one founder leaves need to be addressed. Does the company or the existing founders have the right to buy back that founder's shares and at what price?

These guides are not legal advice, nor a substitute for a lawyer
These articles are provided freely as general guides. While we do our best to make sure these guides are helpful, we do not give any guarantee that they are accurate or appropriate to your situation, or take any responsibility for any loss their use might cause you. Do not rely on information provided here without seeking experienced legal advice first. If in doubt, please always consult a lawyer.

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