[{"data":1,"prerenderedAt":530},["ShallowReactive",2],{"document-co-founder-agreement-D13317":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":36,"customDescModule":178,"customdescription":6,"mdFm":179,"mdProseHtml":529},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":20},"CO-FOUNDER AGREEMENT This Co-Founder Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME], (the \"Company\" or \"Corporation\"), an individual with their main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [CO-FOUNDER NAME], (the \"Co-founder\"), an individual with their main address located at: [COMPLETE ADDRESS] Collectively, the Company or Corporation and Co-founder shall be referred to as the \"Parties.\" WHEREAS the Company is engaged in the business of [SPECIFY THE BUSINESS]; WHEREAS the Company wishes to add the Co-founder as an additional founder of the Company (the \"Co-founder\" or \"Additional Founder\"). NOW THEREFORE in consideration of the covenants contained herein, and in connection with such collaboration of the business concept and technology, and in consideration for a mutually agreeable framework which shall serve as the foundation for the Founders to successfully develop the Business Concept and Technology, the undersigned hereby agree as follows: CAPITAL CONTRIBUTIONS AND EXPENSES Capital Contribution. The Co-founder hereby commits to contribute up to [SPECIFY AMOUNT] toward Company expenses when called on by the Company, as non-refundable capital contributions. Additional Capital Contribution. The Co-founder may make additional capital contributions in the form of cash and prepaid expenses from time to time to fund the Company's ongoing capital and operating needs. ROLES AND RESPONSIBILITIES Co-Founder's Contribution. The Co-founder shall, using best efforts, contribute to the development of the Product or Service pursuant to the Founder's \"Role and Responsibility\" description as set out at Schedule 2 attached hereto. OWNERSHIP Intellectual Property. The Co-Founder shall grant and assign to the Company immediately, incorporation of all of his or her rights, title, and interest in the Product or Service (including all rights, title and interest in the intellectual property and all applications thereto), including waiving all moral rights, and assigning all patents, designs, industrial designs, trade-marks, copyrights, trade secrets, ideas (however formed or unformed) and labor and/or work products that result from any task or work performed by the Co-Founder that relates to the Product or Service for the full term of such rights (the \"Transfer\"). Ownership of the Company: The Co-Founder will have an equal ownership interest in the Company. The Co-Founder's ownership interests need not be represented by a certificate or any other evidence beyond that contained in this Agreement. If a Founder requests, the Company will issue a certificate evidencing the Founder's interest. The certificate must contain a legend noting that the ownership interest is subject to legal and contractual restrictions on transfer. Transfer to Company. The Co-Founder acknowledges and agrees that any discovery, invention, secret process or improvement in procedure made or discovered by the Co-Founder in connection with or in any way affecting or relating to the Product or Service or capable of being used or adapted for use in the Product or Service shall immediately be disclosed to the Company and shall belong to and be the absolute property of the Company. EQUITY DISTRIBUTION & VESTING Equity Distribution. Subject to this Section 4, the Shares of the Corporation shall be issued to the Co-Founder according to the distribution chart below (the \"Founder Equity\"): Name Equity Distribution (%) [ADDITIONAL FOUNDER NAME] [EQUITY PERCENTAGE] Ordinary Distribution. The Company may (but is not required to) make ordinary distributions to the Co-Founder out of cash received by the Company (excluding new capital contributions or loans), less all accounts payable and reserves against anticipated expenses from time to time, as determined by a majority of Founders. All distributions must be made in the following order: 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. Vesting. The Equity shall be issued pursuant to point 4.1 and shall vest to the Co-founder over [SPECIFY NUMBER OF YEARS FOR VESTING], and the Co-founder shall enter into a customary stock restriction agreement on the Incorporation Date outlining such vesting. Issuance of Shares. The Shares issued to the Co-founder shall come from the same series and class of Shares, such that there are no differences in the rights (including but not limited to voting and distribution rights) accorded to the Shares issued to the Co-founder. RESTRICTIONS The Co-founder may not transfer, pledge or otherwise encumber any Shares or any ownership or entitlement to ownership of the Corporation or of the Product or Service described herein without the unanimous written consent of the Founders. OPPORTUNITIES AND DUTIES TO THE COMPANY The Co-founder 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. The Company will have [NUMBER OF DAYS] days to decide whether to pursue any referred opportunity, and to notify the referring Co-founder of its decision in writing. If the Company elects not to pursue the opportunity, or if it does not notify the referring Co-founder of its intent in writing within the [NUMBER OF DAYS] days period, then the referring Founder will be free to pursue the opportunity independently. If the Company elects to pursue the opportunity, but later abandons it, then the referring Founder will be free to pursue the opportunity independently at such time. CONFIDENTIALITY AND NON-COMPETE Confidentiality. The Co-founder agrees to keep all non-public information with respect to Project intellectual property (IP) confidential and not to disclose it to any other party, except (i) to attorneys and advisors who need to know in connection with performing their duties, (ii) to potential business development partners and/or investors approved by the Company in writing, and who are bound by a confidentiality agreement in writing, and (iii) in response to an inquiry from a legal or regulatory authority. The Co-founder agrees to keep the Product or Service confidential; disclosure of the Product or Service will occur only on an as-needed basis and only upon consent of all Founders",null,"Co-Founder Agreement","10",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/co-founder-agreement-D13317.png","https://templates.business-in-a-box.com/imgs/250px/13317.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13317.xml",{"title":15,"description":6},"co-founder agreement",[17],{"label":18,"url":19},"Business Plan Kit","/templates/business-plan-kit/","co founder agreement","Co-Founder Agreement Template","https://templates.business-in-a-box.com/imgs/400px/13317.png","https://templates.business-in-a-box.com/imgs/600px/13317.png",[25,17],{"label":26,"url":27},"Templates","/templates/",[29,30,33],{"label":26,"url":27},{"label":31,"url":32},"Legal Agreements","/templates/business-legal-agreements/",{"label":34,"url":35},"Partnerships & Joint Ventures","/templates/partnerships-and-joint-ventures/",[37,41,45,49,53,57,61,65,69,73,77,81,85,101,116,131,147,161],{"label":38,"url":39,"thumb":40,"extension":10},"Co-Habitation Agreement","/template/co-habitation-agreement-D12997","https://templates.business-in-a-box.com/imgs/250px/12997.png",{"label":42,"url":43,"thumb":44,"extension":10},"Co-Branding Agreement","/template/co-branding-agreement-D746","https://templates.business-in-a-box.com/imgs/250px/746.png",{"label":46,"url":47,"thumb":48,"extension":10},"Co-Ownership Agreement","/template/co-ownership-agreement-D13256","https://templates.business-in-a-box.com/imgs/250px/13256.png",{"label":50,"url":51,"thumb":52,"extension":10},"Checklist Co-Branding Agreement","/template/checklist-co-branding-agreement-D745","https://templates.business-in-a-box.com/imgs/250px/745.png",{"label":54,"url":55,"thumb":56,"extension":10},"Founders Agreement","/template/founders-agreement-D12653","https://templates.business-in-a-box.com/imgs/250px/12653.png",{"label":58,"url":59,"thumb":60,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":62,"url":63,"thumb":64,"extension":10},"Acquisition Agreement","/template/acquisition-agreement-D847","https://templates.business-in-a-box.com/imgs/250px/847.png",{"label":66,"url":67,"thumb":68,"extension":10},"Amalgamation Agreement","/template/amalgamation-agreement-D855","https://templates.business-in-a-box.com/imgs/250px/855.png",{"label":70,"url":71,"thumb":72,"extension":10},"Arbitration Agreement","/template/arbitration-agreement-D856","https://templates.business-in-a-box.com/imgs/250px/856.png",{"label":74,"url":75,"thumb":76,"extension":10},"Attorney Agreement","/template/attorney-agreement-D862","https://templates.business-in-a-box.com/imgs/250px/862.png",{"label":78,"url":79,"thumb":80,"extension":10},"Bonus Agreement","/template/bonus-agreement-D13815","https://templates.business-in-a-box.com/imgs/250px/13815.png",{"label":82,"url":83,"thumb":84,"extension":10},"Caregiver Agreement","/template/caregiver-agreement-D13510","https://templates.business-in-a-box.com/imgs/250px/13510.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":9,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":94,"keywords":93,"url":100},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":93,"description":6},"shareholders agreement",[95,97],{"label":31,"url":96},"business-legal-agreements",{"label":98,"url":99},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":9,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":115},"PARTNERSHIP AGREEMENT This Partnership Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"First Partner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTNER NAME] (the \"Second Partner\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS Partners desire to join together for the pursuit of common business goals. Partners have considered various forms of joint business enterprises for their business activities. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. The parties hereto agree to form a limited partnership (the \"Partnership\") under [LAW, CODE OR ACT]. In consideration of the mutual promises contained in this agreement, partners agree as follows: NAME AND DOMICILE The name of the partnership shall be [name]. The principal place of business shall be at [address], [city], [state/province], unless relocated by consent of the partners. Purposes Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT The term of this agreement shall be for [number] years, commencing on [date], and terminating on [date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement. CLASSIFICATION AND PERFORMANCE BY PARTNERS Partners shall be classified as active partners, advisory partners, or estate partners. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [age] years, and in each case shall continue as such for [number] years unless the partner sooner withdraws or dies. If an active partner dies, the partner's estate will become an estate partner for [number] years. If an advisory partner dies within [Number] years of having become an advisory partner, the partner will become an estate partner for the balance of the [number]-year period. Only active partners shall have any vote in any partnership matter. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [name] and [name], who shall be advisory partners. An active partner, after attaining the age of [age] years, or prior to that age if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [number] calendar months' prior notice in writing of the partner's intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [address], [city], [state/province] not less than [number] calendar months prior to the date when the change is to become effective. Any active partner may at any age be required to become an advisory partner at any time if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [chairman or as the case may be] of the [executive committee or as the case may be] or, in the event of his or her being unable to sign at the time, by another member of the [executive committee or as the case may be]. The notice shall be served personally on the partner required to change his or her status or mailed by registered mail to the partner's last known address. Change of the partner's status shall become effective as of the date specified in the notice. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner's birthday occurs. In the event that an active partner becomes an advisory partner or dies, the partner or the partner's estate shall be entitled to the following payments at the following times: [describe] Each active partner shall apply all of the partner's experience, training, and ability in discharging the partner's assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership. CONTRIBUTION Each partner shall contribute [amount] on or before [date] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen. MANAGEMENT OF THE PARTNERSHIP The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY MANAGING THE PARTNERSHIP]' sole discretion, to: Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property; Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets; Sue on, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration; File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any part thereof or any other aspect of the Partnership business; Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deem reasonable and proper; and Perform any and all other acts deem necessary or appropriate to the Partnership business. TRANSFER OF PARNERSHIP INTERESTS Restrictions on Transfer None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.","Partnership Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/partnership-agreement-D12551.png","https://templates.business-in-a-box.com/imgs/250px/12551.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12551.xml",{"title":109,"description":6},"partnership agreement",[111,112],{"label":31,"url":96},{"label":113,"url":114},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":120,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":129,"url":130},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[126],{"label":127,"url":128},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":135,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":140,"keywords":145,"url":146},"MUTUAL NON-DISCLOSURE AGREEMENT This Mutual Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, in order to pursue the mutual business purpose of a possible transaction between Disclosing Party and Receiving Party and/or their affiliates (the \"Transaction\"), both Disclosing Party and Receiving Party recognize that there is a need to disclose to one another certain information in respect of itself and/or its affiliates. WHEREAS, all such information, delivered by or on behalf of one party and/or its affiliates (the \"Disclosing Party\") to the other party (the \"Receiving Party\") and/or its Representatives (as defined below), whether furnished before or after the date of this Agreement and regardless of the manner in which it is furnished, together with all analyses, compilations, studies or other documents or records prepared by the Receiving Party and/or its Representatives to the extent such analyses, compilations, studies, documents or records contain, otherwise reflect, or are generated from such information, is referred to herein as \"Evaluation Material\". NOW, THEREFORE, in consideration of the opportunity to consider such Evaluation Material, both parties hereby agree as follows: NON-DISCLOSURE OF EVALUATION MATERIAL The Evaluation Material will be used by the Receiving Party solely for the purpose of evaluating the Transaction. Such Evaluation Material will be kept strictly confidential by the Receiving Party, except that the Evaluation Material or any portion thereof may be disclosed to affiliates, directors, officers, employees, advisors, attorneys, agents, controlling persons, potential bidding partners and financing sources or other representatives (each, a \"Representative\", and collectively, the \"Representatives\") of the Receiving Party who need to know such information for the purpose of evaluating the Transaction and who agree to treat the Evaluation Material in accordance with the terms of this Agreement. The term \"Evaluation Material\" does not include information which: Is or becomes generally available to the public other than as a result of the breach of the terms of this Agreement by the Receiving Party and/or any of its Representatives; Is or has been independently acquired or developed by the Receiving Party and/or any of its Representatives without violating any of the terms of this Agreement; Was within the Receiving Party and/or any of its Representatives' possession prior to it being furnished to the Receiving Party and/or any of its Representatives by or on behalf of the Disclosing Party pursuant to the terms hereof; or Is received from a source other than the Disclosing Party and/or any of its Representatives; provided that, in the case of (c) and (d) above, the source of such information was not known by the Receiving Party to be bound by a confidentiality obligation to the Disclosing Party or any other party with respect to such information. DISCLOSURE UNDER COURT ORDER OR SUBPOENA In the event that the Receiving Party or any of its Representatives receives a request to disclose all or any part of the Evaluation Material under the terms of a subpoena or order issued by a court of competent jurisdiction or under a civil investigative demand or similar process, (i) the Receiving Party agrees to promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a request and (ii) if the Receiving Party or its applicable Representative is in the opinion of its counsel compelled to disclose all or a portion of the Evaluation Material, the Receiving Party or its applicable Representative may disclose that Evaluation Material that its counsel advises that it is compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that Evaluation Material that is being so disclosed. CONFIDENTIALITY OF THE TERMS OF THIS AGREEMENT Unless otherwise required by law, or unless otherwise provided in a final definitive agreement regarding the Transaction when, as and if executed, both parties and their respective Representatives will not, without the prior written consent of the other party, disclose to any person (other than Representatives of the parties hereto who need to know such information for the purpose of evaluating the Transaction and who agree to treat such information in accordance with the terms of this Agreement) any of the terms or conditions of the Transaction. OWNERSHIP OF RIGHTS TO EVALUATION MATERIAL Nothing in this Agreement shall divest the Disclosing Party of any of its right, title or interest in and to any Evaluation Material. Within [NUMBER] days after being so requested by the Disclosing Party, the Receiving Party and its Representatives shall destroy or return all Evaluation Material furnished to the Receiving Party and/or any of its Representatives by the Disclosing Party. Except to the extent a party is advised by counsel that such destruction is prohibited by law, the Receiving Party and its Representatives will also destroy all written material, memoranda, notes, copies, excerpts and other writings or recordings whatsoever prepared by the Receiving Party and/or its Representatives based upon, containing or otherwise reflecting any Evaluation Material. At the request of the Disclosing Party made at the time of its request for the destruction of Evaluation Material, any destruction of materials shall be certified to the Disclosing Party in writing by an authorized officer of the Receiving Party supervising such destruction. DISCLAIMER","Mutual Non-Disclosure Agreement","5",66,"https://templates.business-in-a-box.com/imgs/1000px/mutual-non-disclosure-agreement-D955.png","https://templates.business-in-a-box.com/imgs/250px/955.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#955.xml",{"title":6,"description":6},[141,142],{"label":31,"url":96},{"label":143,"url":144},"Confidentiality Agreements","confidentiality-agreement","mutual non disclosure agreement","/template/mutual-non-disclosure-agreement-D955",{"description":148,"descriptionCustom":6,"label":149,"pages":150,"size":151,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":156,"keywords":159,"url":160},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[157,158],{"label":31,"url":96},{"label":31,"url":96},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":162,"descriptionCustom":6,"label":163,"pages":150,"size":9,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":169,"keywords":168,"url":177},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":168,"description":6},"employment agreement_at will employee",[170,173,176],{"label":171,"url":172},"Human Resources","human-resources",{"label":174,"url":175},"Hire an Employee","hire-employee",{"label":31,"url":96},"/template/employment-agreement_at-will-employee-D541",false,{"seo":180,"reviewer":193,"quick_facts":197,"at_a_glance":200,"personas":204,"variants":229,"glossary":254,"clauses":288,"how_to_fill":339,"common_mistakes":380,"faqs":405,"industries":436,"comparisons":461,"diy_vs_lawyer":475,"jurisdictions":488,"related_template_ids_curated":509,"schema":517,"classification":518},{"meta_title":181,"meta_description":182,"primary_keyword":183,"secondary_keywords":184},"Co-Founder Agreement Template (Free Word)","Free co-founder agreement template covering equity splits, vesting, roles, IP assignment, and exit provisions. Used in 190+ countries. Free Word and PDF download.","co-founder agreement template",[185,186,187,188,189,190,191,192],"co-founder agreement template word","co-founder agreement template free","startup co-founder agreement","founder agreement template","co-founder equity agreement","co-founder contract template","founder vesting agreement template","startup founder equity split template",{"name":194,"credential":195,"reviewed_date":196},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":198,"legal_review_recommended":199,"signature_required":199},"advanced",true,{"what_it_is":201,"when_you_need_it":202,"whats_inside":203},"A Co-Founder Agreement is a legally binding contract between two or more startup founders that locks in equity splits, vesting schedules, roles and responsibilities, decision-making authority, IP assignment, and departure provisions before the company raises outside capital. This free Word download gives you a structured, attorney-friendly starting point you can edit online and export as PDF to sign before your first line of code is written or your first dollar is spent.\n","Execute it before co-founders begin working together — ideally on the same day you form the legal entity. Waiting until a conflict arises or a funding round is imminent makes negotiation adversarial and leaves prior contributions legally unresolved.\n","Founder identification and equity allocation, a 4-year vesting schedule with a 1-year cliff, role and title definitions, decision-right thresholds, IP assignment, confidentiality, non-compete and non-solicitation, buyout mechanics on departure, and governing law.\n",[205,209,213,217,221,225],{"title":206,"use_case":207,"icon_asset_id":208},"Technical and business co-founders","Documenting who owns what before the first product sprint begins","persona-startup-founder",{"title":210,"use_case":211,"icon_asset_id":212},"Pre-seed startup teams","Locking in vesting and equity terms before approaching angel investors","persona-ceo",{"title":214,"use_case":215,"icon_asset_id":216},"Friends turning a side project into a company","Preventing informal equity assumptions from becoming litigation later","persona-small-business-owner",{"title":218,"use_case":219,"icon_asset_id":220},"Accelerator and incubator participants","Meeting program requirements for a formal co-founder agreement on file","persona-student-entrepreneur",{"title":222,"use_case":223,"icon_asset_id":224},"Solo founders adding a co-founder post-launch","Retroactively formalizing equity and IP when bringing on a partner","persona-operations-director",{"title":226,"use_case":227,"icon_asset_id":228},"Serial entrepreneurs","Applying a battle-tested framework to a new venture from day one","persona-international-employer",[230,234,237,241,245,248,251],{"situation":231,"recommended_template":232,"slug":233},"Two equal co-founders splitting 50/50 with no outside investment yet","Co-Founder Agreement (Equal Split)","co-founder-agreement-D13317",{"situation":235,"recommended_template":236,"slug":233},"Three or more founders with unequal equity and staggered start dates","Multi-Founder Equity Agreement",{"situation":238,"recommended_template":239,"slug":240},"Engaging a technical co-founder who will receive equity instead of salary","Equity Compensation Agreement","stock-compensation-agreement-D14066",{"situation":242,"recommended_template":243,"slug":244},"Bringing on an advisor or early contributor with a small equity stake","Advisor Agreement with Equity","advisor-agreement-D13243",{"situation":246,"recommended_template":103,"slug":247},"Converting an existing partnership into a corporate entity","partnership-agreement-D12551",{"situation":249,"recommended_template":149,"slug":250},"Documenting founder roles and responsibilities without equity provisions","joint-venture-agreement-D889",{"situation":252,"recommended_template":133,"slug":253},"Protecting IP before co-founders have agreed on final equity terms","mutual-non-disclosure-agreement-D955",[255,258,261,264,267,270,273,276,279,282,285],{"term":256,"definition":257},"Equity Split","The percentage of company ownership allocated to each co-founder, typically expressed as a percentage of fully diluted shares outstanding.",{"term":259,"definition":260},"Vesting Schedule","A timeline over which a founder earns their equity — commonly 4 years with a 1-year cliff — to incentivize long-term commitment and protect the company if a founder leaves early.",{"term":262,"definition":263},"Cliff","The minimum period a founder must remain with the company before any equity vests — typically 12 months — after which a lump sum of accrued shares vest at once.",{"term":265,"definition":266},"Reverse Vesting","A mechanism by which founders receive all shares upfront but the company retains the right to repurchase unvested shares at cost if the founder departs before fully vesting.",{"term":268,"definition":269},"IP Assignment","A clause transferring ownership of all intellectual property — code, designs, inventions, and trade secrets — created by founders to the company entity.",{"term":271,"definition":272},"Good Leaver / Bad Leaver","Defined categories determining what price a departing founder receives for unvested shares: good leavers (resignation with notice, illness) typically receive fair market value; bad leavers (termination for cause, breach) receive cost price or nothing.",{"term":274,"definition":275},"Drag-Along Right","A provision allowing a majority of founders (or shareholders) to force minority holders to sell their shares on the same terms in a company sale.",{"term":277,"definition":278},"Tag-Along Right","A right allowing minority founders to sell their shares on the same terms if a majority founder sells — protecting minority holders from being left behind in a transaction.",{"term":280,"definition":281},"Decision Threshold","A specified voting percentage required to authorize major company decisions — such as raising capital, selling the business, or admitting a new founder — that cannot be made unilaterally.",{"term":283,"definition":284},"Buyout Provision","A mechanism defining how the remaining founders purchase a departing founder's unvested or vested shares, including the valuation method and payment timeline.",{"term":286,"definition":287},"Non-Compete Clause","A post-departure restriction preventing a former co-founder from starting or joining a directly competing business within a defined time and geographic scope.",[289,294,299,304,309,314,319,324,329,334],{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Founder identification and equity allocation","Names each co-founder as a legal party, states their equity percentage, and records the total authorized shares each holds at signing.","The Company's founding equity is allocated as follows: [FOUNDER 1 FULL NAME] — [X]%, [FOUNDER 2 FULL NAME] — [X]%, representing [NUMBER] shares each out of [TOTAL AUTHORIZED SHARES] authorized shares.","Stating equity as a percentage without anchoring it to a share count. If new shares are issued before the agreement is updated, percentage ownership dilutes in ways the founders did not intend.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Vesting schedule and cliff","Sets the timeline over which each founder earns their equity — typically a 4-year schedule with a 1-year cliff — and specifies whether unvested shares are subject to repurchase or simply forfeited on departure.","Each Founder's shares shall vest over 48 months, with 25% vesting on the 12-month anniversary of the Effective Date (the 'Cliff') and 1/48th of the total vesting each month thereafter, subject to continued association with the Company.","Omitting accelerated vesting on a change of control. Founders who don't negotiate single or double-trigger acceleration before a Series A find their unvested shares wiped out in an acquisition.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Roles, titles, and responsibilities","Assigns a title and functional domain to each co-founder and makes clear that day-to-day operational decisions within each domain do not require the other founder's consent.","[FOUNDER 1] shall serve as Chief Executive Officer, responsible for [FUNCTIONAL AREAS]. [FOUNDER 2] shall serve as Chief Technology Officer, responsible for [FUNCTIONAL AREAS]. Each Founder may act unilaterally within their designated domain up to a monthly expenditure limit of $[AMOUNT].","Leaving roles undefined and assuming informal division of labor will hold. Once money and stress arrive, undefined authority leads to decision paralysis and duplicate — or conflicting — commitments to third parties.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Decision rights and reserved matters","Lists the major decisions — raising capital, issuing new equity, selling the company, taking on debt above a threshold — that require unanimous or supermajority founder consent.","The following Reserved Matters require the affirmative vote of Founders holding at least [X]% of the outstanding Founder shares: (a) any equity issuance or capital raise; (b) any transaction or commitment exceeding $[AMOUNT]; (c) any sale, merger, or change of control of the Company.","Using a simple 50/50 veto for every decision in a two-founder company. Deadlock on routine matters with no tie-breaking mechanism halts operations — include an escalation procedure or deadlock resolution clause.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Intellectual property assignment","Transfers all IP created by founders — before and after signing — in connection with the company's business to the company entity, including prior work directly relevant to the product.","Each Founder hereby irrevocably assigns to the Company all right, title, and interest in and to any Intellectual Property created by such Founder (a) during the term of this Agreement, or (b) prior to the Effective Date and directly related to the Company's business, as listed in Schedule A.","No retroactive IP assignment covering work done before incorporation. Pre-incorporation code, designs, or inventions stay with the individual founder personally unless explicitly assigned — a deal-killer for most investors.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Confidentiality","Prohibits founders from disclosing or misusing the company's confidential information — technology, financials, customer data, and strategic plans — both during and after their involvement.","Each Founder shall hold in strict confidence all Confidential Information of the Company and shall not disclose or use such information for any purpose other than advancing the Company's business, both during and for [X] years following the termination of their involvement with the Company.","Confidentiality clauses with no carve-out for legally compelled disclosure. Without it, a founder subject to a court order could technically be in breach simply by complying with the law.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Departure, buyout, and good leaver / bad leaver","Defines what happens when a founder exits — voluntarily or involuntarily — including the price the remaining founders pay for unvested shares and any vested shares subject to a right of first refusal.","Upon a Founder's departure: (a) unvested shares are repurchased by the Company at the original issue price; (b) vested shares held by a Good Leaver are subject to a right of first refusal at Fair Market Value; (c) vested shares held by a Bad Leaver are repurchased at the lower of cost or Fair Market Value.","No definition of Fair Market Value or the valuation mechanism. A vague reference to 'fair value' leads to protracted disputes — specify whether FMV is determined by the last funding round price, a 409A valuation, or a named independent appraiser.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Non-compete and non-solicitation","Restricts a departing founder from competing directly or poaching the company's employees and customers for a defined period after leaving.","For [12] months following a Founder's departure from the Company, such Founder shall not: (a) engage in, or hold any material interest in, a Competing Business within [GEOGRAPHIC SCOPE]; or (b) solicit any employee, contractor, customer, or prospective customer of the Company.","Applying the same non-compete duration and scope to all founders regardless of role. A founding CTO with full access to the codebase warrants stricter and potentially longer restrictions than a founder who leaves before reaching the cliff.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Deadlock resolution","Provides a structured escalation process when co-founders cannot agree on a material decision, including mediation, a casting vote mechanism, or a buy-sell provision.","If the Founders are unable to resolve a deadlock on a Reserved Matter within [30] days of written notice, the matter shall be submitted to non-binding mediation. If unresolved after [60] days, either Founder may trigger the Buy-Sell Provision in Schedule B.","No deadlock clause at all in a 50/50 company. Courts cannot run a startup — without a contractual resolution mechanism, a prolonged deadlock results in dissolution, destroying value for both founders.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Governing law and dispute resolution","Specifies the jurisdiction whose law governs the agreement and whether disputes are resolved by arbitration, mediation, or litigation.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute that cannot be resolved through mediation shall be submitted to binding arbitration administered by [AAA / JAMS / ICDR] in [CITY], except claims for injunctive relief, which may be brought in any court of competent jurisdiction.","Selecting a governing law state with no connection to where the founders or company operate. Several states — Delaware being the notable exception — apply local law regardless of what the contract says, particularly for employment-related restrictions.",[340,345,350,355,360,365,370,375],{"step":341,"title":342,"description":343,"tip":344},1,"Identify all founders and their legal names","List every co-founder as a named party using their full legal name as it appears on government-issued ID. Confirm the company's legal entity name, registration state or province, and entity type (C-Corp, LLC, or Ltd).","Use the same legal name you will use on stock issuance documents and the cap table — inconsistencies across documents create amendment obligations later.",{"step":346,"title":347,"description":348,"tip":349},2,"Agree on equity splits before filling in percentages","Have a frank conversation about relative contribution, risk, and future commitment before opening the template. Common frameworks include equal splits for symmetrical contribution, contribution-weighted splits for unequal investment of time or capital, and dynamic equity models for teams with significantly different roles.","Anchor the equity discussion to future contribution, not past effort. Investors fund what the team will build, not what it has already done.",{"step":351,"title":352,"description":353,"tip":354},3,"Set the vesting schedule and cliff","Enter the vesting period (standard: 48 months), cliff length (standard: 12 months), and the vesting frequency (monthly after the cliff is the investor-preferred standard). Decide whether to include single-trigger or double-trigger acceleration on a change of control.","Double-trigger acceleration — which requires both a change of control and a founder's termination — is preferred by acquirers and causes less friction in M&A than single-trigger.",{"step":356,"title":357,"description":358,"tip":359},4,"Define each founder's role and spending authority","Assign titles, functional domains, and a unilateral spending cap (e.g., $5,000 per month without co-founder approval). List the reserved matters requiring unanimous consent in the decision-rights section.","Set the spending threshold low at founding and raise it by board resolution later — it is harder to claw back authority than to grant it.",{"step":361,"title":362,"description":363,"tip":364},5,"Complete the IP assignment schedule","List all pre-incorporation work in Schedule A — repositories, designs, domain names, and patents — that each founder assigns to the company. Be specific: asset name, creation date, and current owner.","If a founder built the core technology before incorporation, consider a separate IP assignment agreement signed simultaneously with this agreement to create a clean paper trail for investors.",{"step":366,"title":367,"description":368,"tip":369},6,"Define good leaver and bad leaver categories","List the events that qualify each founder as a good leaver (e.g., resignation with 90 days' notice, permanent disability, death) and bad leaver (e.g., termination for cause, breach of this agreement, competing without consent). Specify the repurchase price for each category.","Have a valuation methodology agreed upon before signing — 409A, last-round price, or independent appraiser — to avoid disputes at the worst possible time.",{"step":371,"title":372,"description":373,"tip":374},7,"Insert the deadlock resolution mechanism","Choose between mediation followed by arbitration, a casting vote assigned to one founder for specific categories, or a buy-sell (shotgun) clause. Document the notice period and timeline for each step.","A shotgun clause — where one founder names a price and the other must buy or sell at that price — resolves deadlocks decisively but favors the cash-richer founder. Use it only if both founders understand the dynamic.",{"step":376,"title":377,"description":378,"tip":379},8,"Sign before work begins and before any money changes hands","Both parties must sign on or before the date the company is incorporated or the date co-founders begin working together. Circulate the final draft to each founder's independent counsel at least 5 business days before signing.","Use Business in a Box eSign to timestamp execution and store the fully-executed copy with a copy of the entity formation documents in the same folder.",[381,385,389,393,397,401],{"mistake":382,"why_it_matters":383,"fix":384},"Signing after work and contributions have already begun","Equity and IP discussions become adversarial once one founder has written code, closed customers, or contributed cash. Courts may also void restrictive covenants signed without fresh consideration if significant work preceded the agreement.","Execute the agreement on or before the date of entity formation or the first day any founder begins work, whichever is earlier. Provide documented additional consideration if signing is unavoidably delayed.",{"mistake":386,"why_it_matters":387,"fix":388},"No IP assignment covering pre-incorporation work","The core product technology or domain often exists before the company is formed. Without an explicit retroactive assignment, that IP stays with the individual founder — a disqualifying issue for most Series A investors and acquirers.","Add Schedule A listing every pre-incorporation asset by name and creation date, and have each founder sign the IP assignment simultaneously with the main agreement.",{"mistake":390,"why_it_matters":391,"fix":392},"Omitting a deadlock resolution mechanism in a 50/50 split","Two founders with equal veto power and no resolution path can gridlock the company on any reserved matter, and courts typically will not adjudicate operational disputes between living founders of an active company.","Include at minimum a mediation-then-arbitration ladder with defined timelines. For high-stakes companies, add a buy-sell provision with a clearly defined valuation methodology.",{"mistake":394,"why_it_matters":395,"fix":396},"No vesting acceleration on change of control","A founder acquired mid-vesting schedule who is not retained post-acquisition loses unvested shares without any compensation. Acquirers often terminate founders precisely to capture unvested equity.","Negotiate double-trigger acceleration before any investor joins the cap table — acquiring companies expect it from sophisticated founders, and it is far harder to insert into a post-funding agreement.",{"mistake":398,"why_it_matters":399,"fix":400},"Vague role definitions with no spending authority limits","Founders operating without defined authority can independently commit the company to contracts, hires, or expenditures the other co-founder did not approve, creating legal liability and personal conflict that fractures the relationship.","Assign each founder a specific functional domain and a monthly unilateral spending cap. All commitments above the cap require written consent of the other founder(s).",{"mistake":402,"why_it_matters":403,"fix":404},"Using a percentage-only equity split with no share count anchor","Percentages shift with every new share issuance. A founder who agreed to 50% and receives stock options or a SAFE note converts finds their effective ownership eroded in ways the original agreement did not contemplate.","State both the percentage and the absolute share count at signing, and include an anti-dilution acknowledgment confirming that future dilution is expected and agreed by all founders.",[406,409,412,415,418,421,424,427,430,433],{"question":407,"answer":408},"What is a co-founder agreement?","A co-founder agreement is a legally binding contract between two or more startup founders that establishes the terms of their working relationship before the company raises outside capital. It covers equity allocation, vesting schedules, roles and decision rights, IP ownership, confidentiality, non-compete restrictions, and departure mechanics. It is the foundational document that prevents equity disputes — the single most common cause of early-stage startup failure.\n",{"question":410,"answer":411},"When should co-founders sign a co-founder agreement?","Sign it on or before the date you form the legal entity — ideally before any founder writes a line of code, closes a customer, or contributes cash. Waiting until a funding round is imminent or until a disagreement has already surfaced makes negotiation adversarial and may void certain clauses for lack of fresh consideration. The earlier the agreement is executed, the cleaner the equity and IP history looks to investors.\n",{"question":413,"answer":414},"What equity split should co-founders use?","There is no universally correct split, but the most durable arrangements are grounded in expected future contribution rather than past effort. Equal splits work well when founders have symmetric roles and commitment. Unequal splits should reflect material differences in capital invested, domain expertise critical to the product, or significantly different time commitments. Whatever the split, pair it with a vesting schedule — a 50/50 split with no vesting means a founder who leaves on Month 3 keeps half the company permanently.\n",{"question":416,"answer":417},"What is a standard vesting schedule for co-founders?","The investor-standard schedule is 4 years with a 1-year cliff: 25% of a founder's shares vest on the 12-month anniversary, and 1/48th vests each month thereafter until fully vested at 48 months. This structure aligns founder incentives with the typical venture capital investment horizon and is expected by most institutional investors conducting diligence before a seed or Series A round.\n",{"question":419,"answer":420},"Does a co-founder agreement need to be notarized?","Notarization is generally not required for a co-founder agreement to be legally enforceable in the US, Canada, the UK, or the EU. Both parties signing a clearly dated agreement — ideally with independent witnesses or via a timestamped electronic signature platform — is typically sufficient. Some jurisdictions may require notarization if the agreement is filed alongside real property or patent transfers. Confirm local requirements when operating outside North America.\n",{"question":422,"answer":423},"What happens if a co-founder leaves before vesting?","Under a standard reverse-vesting structure, the company repurchases any unvested shares from the departing founder at the original issue price. The treatment of vested shares depends on whether the founder is classified as a good leaver (typically receives fair market value) or a bad leaver (typically receives cost price or a discounted value). These categories and their pricing mechanics should be explicitly defined in the agreement before signing.\n",{"question":425,"answer":426},"Is a co-founder agreement the same as a shareholders' agreement?","They overlap significantly but are not identical. A co-founder agreement focuses on founder-specific terms — vesting, roles, IP assignment, and departure mechanics — and is typically signed at or near incorporation. A shareholders' agreement governs all shareholders (including investors) and addresses broader governance topics like board composition, drag-along and tag-along rights, and pre-emption rights on share transfers. Once external investors join the cap table, a full shareholders' agreement typically supersedes or supplements the co-founder agreement.\n",{"question":428,"answer":429},"Can a co-founder agreement be amended after it is signed?","Yes, but any amendment requires the written consent of all parties to the original agreement. Material changes — such as adjusting the equity split, modifying vesting terms, or adding a new founder — should be documented in a signed amendment rather than a side letter or email chain. Note that adding restrictive covenants (non-compete, non-solicit) to an existing agreement may require fresh consideration to be enforceable in common-law jurisdictions.\n",{"question":431,"answer":432},"Do co-founders need separate legal counsel to sign this agreement?","Independent legal review is strongly recommended, particularly for agreements covering significant equity, IP with commercial value, or founders in jurisdictions with complex employment law. Each founder should have at least a 30-minute review with their own counsel before signing — the same attorney cannot represent both founders without a conflict. For pre-revenue startups with modest equity, a template review by a startup attorney ($300–$600) is typically sufficient.\n",{"question":434,"answer":435},"Are non-compete clauses in a co-founder agreement enforceable?","Enforceability depends entirely on the jurisdiction and the reasonableness of the restriction. California, Minnesota, and Oklahoma ban or severely restrict post-departure non-competes even between co-founders. In most other US states, Canada, and the UK, courts enforce restrictions that are proportionate in duration (typically 12 months), geographic scope, and industry breadth. Overbroad clauses may be struck down entirely in some jurisdictions rather than narrowed to a reasonable scope.\n",[437,441,445,449,453,457],{"industry":438,"icon_asset_id":439,"specifics":440},"SaaS / Technology","industry-saas","IP assignment covers source code, algorithms, and training data; vesting aligned to a 4-year VC investment horizon; CTO departure provisions address codebase access and repository transfer.",{"industry":442,"icon_asset_id":443,"specifics":444},"Consumer / E-commerce","industry-ecommerce","Brand assets, domain names, and social accounts explicitly listed in the IP assignment schedule; non-compete scope tailored to specific product categories and geographic markets.",{"industry":446,"icon_asset_id":447,"specifics":448},"Life Sciences / MedTech","industry-healthtech","Patent and trade secret assignment especially critical; founder departure provisions address ongoing FDA submission obligations and clinical trial responsibilities that cannot simply be transferred.",{"industry":450,"icon_asset_id":451,"specifics":452},"Professional Services / Consulting","industry-professional-services","Client non-solicitation is the most commercially sensitive provision; billing rate and revenue contribution tracked as proxy for equity justification in unequal splits.",{"industry":454,"icon_asset_id":455,"specifics":456},"Deep Tech / Hardware","industry-manufacturing","Pre-incorporation patent filings and prototype ownership must be explicitly assigned; longer development timelines may warrant modified vesting schedules beyond the standard 48 months.",{"industry":458,"icon_asset_id":459,"specifics":460},"Creative / Media","industry-marketing","Copyright assignment for content, brand identity, and creative IP is foundational; moral rights waivers may be required in jurisdictions that recognize them (Canada, UK, EU).",[462,466,469,472],{"vs":463,"vs_template_id":464,"summary":465},"Shareholders' Agreement","shareholders-agreement-D12700","A shareholders' agreement governs all shareholders — including investors — and addresses board composition, pre-emption rights, drag-along provisions, and investor protections. A co-founder agreement is executed at inception between founders only, before any investor joins the cap table. Once a seed or Series A round closes, a shareholders' agreement typically supersedes or supplements the co-founder agreement.",{"vs":103,"vs_template_id":467,"summary":468},"partnership-agreement-D12691","A partnership agreement governs an unincorporated partnership — a legal structure that exposes partners to personal liability for partnership debts. A co-founder agreement is designed for founders of an incorporated entity (C-Corp, LLC, or Ltd) and does not create joint personal liability. Most venture-backed startups incorporate before or simultaneously with signing a co-founder agreement.",{"vs":118,"vs_template_id":470,"summary":471},"independent-contractor-agreement-D160","An independent contractor agreement engages a self-employed contributor for defined deliverables in exchange for cash — with no equity, no vesting, and no governance rights. A co-founder agreement grants equity ownership and shared governance. Mischaracterizing a co-founder as a contractor creates serious IP ownership gaps and potential employment law liability.",{"vs":149,"vs_template_id":473,"summary":474},"joint-venture-agreement-D12711","A joint venture agreement structures a project-specific collaboration between two existing businesses or individuals, often with a defined term and scope. A co-founder agreement governs an ongoing business relationship within a single entity without a defined end date. Joint ventures suit discrete projects; co-founder agreements suit companies built to scale and potentially exit.",{"use_template":476,"template_plus_review":480,"custom_drafted":484},{"best_for":477,"cost":478,"time":479},"Pre-revenue co-founders forming their first company in a single US state or Canadian province with straightforward equity and roles","Free","2–4 hours",{"best_for":481,"cost":482,"time":483},"Founders with unequal equity splits, pre-existing IP to assign, or operating in a jurisdiction with complex non-compete law (CA, ON, UK)","$300–$800 per founder for independent counsel review","3–5 business days",{"best_for":485,"cost":486,"time":487},"Companies with patent portfolios, cross-border founding teams, founders contributing significant pre-incorporation capital, or prior VC relationships","$2,000–$6,000+","1–3 weeks",[489,494,499,504],{"code":490,"name":491,"flag_asset_id":492,"note":493},"us","United States","flag-us","Delaware is the preferred incorporation state for venture-backed startups; its Court of Chancery provides a deep body of corporate law. IP assignment clauses must comply with state-specific carve-outs for personal inventions — California Labor Code §2870, for example, limits what employers (and by extension companies) can require founders to assign. Non-compete enforceability varies sharply: California, Minnesota, and Oklahoma ban most post-departure restrictions, while other states enforce reasonable restrictions.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"ca","Canada","flag-ca","Co-founder agreements are governed by the law of the province of incorporation — most tech startups incorporate federally (CBCA) or in Ontario or British Columbia. Non-compete clauses are enforceable only if reasonable in scope, duration, and geography; Ontario courts apply a particularly strict standard. Quebec requires contracts to be in French for provincially-regulated companies, and moral rights in creative IP cannot be assigned — only waived. Provincial Employment Standards Acts set minimum notice periods that affect the termination provisions.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"uk","United Kingdom","flag-uk","Co-founder agreements in the UK typically sit alongside a shareholders' agreement and the company's Articles of Association — conflicts between documents are resolved in favor of the Articles. Post-termination non-competes are enforceable only if protecting a legitimate business interest and reasonable in scope; courts will not rewrite an overbroad clause. Founders who are also employees have statutory employment rights that cannot be contracted out, including minimum notice periods under the Employment Rights Act 1996. Moral rights in copyright works are inalienable but can be waived.",{"code":505,"name":506,"flag_asset_id":507,"note":508},"eu","European Union","flag-eu","EU member states apply widely varying rules on non-compete enforceability — Germany, France, and the Netherlands require financial compensation to the departing founder for the restriction period to be valid (typically 50–100% of last compensation). GDPR applies to any personal data processed in connection with the agreement, including founder identification data. IP assignment must be explicit and cannot override authors' moral rights in most civil law jurisdictions. The EU Transparent and Predictable Working Conditions Directive may apply to founders classified as workers in their member state.",[510,247,470,253,250,511,512,513,514,244,515,516],"shareholders-agreement-D1016","employment-agreement_at-will-employee-D541","non-disclosure-agreement-nda-D12692","equity-participation-plan-D13012","business-plan-canvas-(one-page)-D12527","term-sheet-D473","intellectual-property-assignment-D5229",{"emit_how_to":199,"emit_defined_term":199},{"primary_folder":96,"secondary_folder":519,"document_type":520,"industry":521,"business_stage":522,"tags":523,"confidence":528},"partnerships-and-joint-ventures","agreement","general","startup",[524,525,526,527],"co-founder-agreement","equity-and-vesting","startup-formation","founders",0.95,"\u003Ch2>What is a Co-Founder Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Co-Founder Agreement\u003C/strong> is a legally binding contract between two or more startup founders that establishes the foundational terms of their shared venture before outside capital arrives. It covers equity allocation with vesting schedules, each founder's role and decision-making authority, assignment of all intellectual property to the company entity, confidentiality obligations, non-compete and non-solicitation restrictions, and the mechanics of what happens when a founder exits — voluntarily or otherwise. Unlike a handshake arrangement or an informal email chain, a properly drafted co-founder agreement creates enforceable obligations on every party and eliminates the ambiguity that fuels the single most common cause of early-stage startup litigation: a dispute over who owns what.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a co-founder agreement, your startup's ownership structure, IP chain of title, and governance authority exist only as informal assumptions — and informal assumptions collapse the moment pressure arrives. A founder who contributes code before the company is incorporated may legally own that IP personally, making it unavailable to investors or acquirers. A 50/50 split with no vesting means a co-founder who leaves after six months keeps half the company indefinitely. A technical co-founder who departs and immediately joins a competitor faces no enforceable restriction without a signed non-compete. Investors conducting pre-seed or Series A diligence will request this document before wiring funds — the absence of it, or a defective version, has killed funding rounds and company relationships alike. This template gives founding teams a structured, attorney-friendly starting point that addresses every one of these failure points in a single document signed before the first line of code is written.\u003C/p>\n",1781185970531]