[{"data":1,"prerenderedAt":526},["ShallowReactive",2],{"document-founders-agreement-D12653":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":24,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":177,"customdescription":24,"mdFm":178,"mdProseHtml":525},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"FOUNDER'S AGREEMENT This Founder Agreement (the \"Agreement\") is made among the founders of [PROJECT NAME] and effective [DATE], The following individuals are hereby admitted as partners in the Project (\"Founders\") [FOUNDER 1], (the \"First Founder\"), an individual with his main address located at [SPECIFY] [FOUNDER 2] (the \"Second Founder\"), an individual with his main address located at [SPECIFY] [FOUNDER 3] (the \"Third Founder\"), an individual with his main address located at [SPECIFY] WHEREAS the undersigned individuals (each a \"Founder\", has and collectively, the \"Founders\") are collaborating as a team with a view to developing a business concept and related product or service substantially as described at Schedule 1 attached hereto (the \"Product or Service\" or the \"Startup\"). Founders agree that all related technology to the business concept is also owned by the Founders pursuant to this Agreement. AND WHEREAS it is the intention of the Founders that once the Product or Service is developed, or substantially developed to their satisfaction, the Founders shall form a corporation, upon the earliest of the following circumstances: [SPECIFY]. 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. Each Founder hereby commits to contribute up to [SPECIFY AMOUNT] toward Company expenses when called by the Company, as non-refundable capital contributions. The Company must make capital calls of Founders on a pro rata basis. Each Founder has contributed such amounts as set-out at Schedule 4 attached hereto towards the expenses of the Startup prior to incorporation. Additional Capital Contribution. The Founders 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. The written consent of all Founders is required for any Founder to make a capital contribution. No Founder may be required to make a capital contribution except pursuant to such mutual written consent. Expenses and budgeting: The Founders will budget for Company expenses on a rolling basis. All budgets must be approved by all Founders in writing. Any Founder may pay budgeted expenses on the Company's behalf. Each Founder shall reimburse any Founder that incurs an expense related to the Startup proportionately to such Founder's Equity Distribution pursuant to Section 4.1. ROLES AND RESPONSIBILITIES Founder's Contribution. The Founders shall, using best efforts, contribute to the development of the Product or Service pursuant to each Founder's \"Role and Responsibility\" description as set-out at Schedule 2 attached hereto. INCORPORATION AND FORMATION OF CORPORATION Actions Required. Once it is determined by a Simple Majority that the Corporation will be incorporated and formed, each Founder shall grant and assign to the Corporation immediately upon its incorporation all of his or her right, title, and interest in and to the Product or Service (including all right, title and interest to 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 product that results from any task or work performed by the Founder that relates to the Product or Service for the full term of such rights (the \"Transfer\"). Ownership of the Company: Each Founder will have an equal ownership interest in the Company. The Founders' 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 Corporation. The Founders acknowledge and agree that any discovery, invention, secret process or improvement in procedure made or discovered by any of the Founders 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 Corporation and shall belong to and be the absolute property of the Corporation immediately as of and following the Incorporation Date. EQUITY DISTRIBUTION & VESTING Equity Distribution. Subject to this Section 4, on the Incorporation Date, the Shares of the Corporation shall be issued to the Founders according to the distribution chart below (the \"Founder Equity\"): Name Equity Distribution (%) [FOUNDER NAME] [EQUITY PERCENTAGE] [FOUNDER NAME] [EQUITY PERCENTAGE] [FOUNDER NAME] [EQUITY PERCENTAGE] [FOUNDER NAME] [EQUITY PERCENTAGE] [FOUNDER NAME] [EQUITY PERCENTAGE] Should the Founders wish to reserve any portion of the shares for future employees or for an option share pool, any such portion of shares reserved will dilute all Founders equally Ordinary Distribution. The Company may (but is not required to) make ordinary distributions to the Founders 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 Founder Equity to be issued pursuant to point 4.1 shall vest to each Founder over [SPECIFY NUMBER OF YEARS FOR VESTING], and each Founder shall enter into a customary stock restriction agreement on the Incorporation Date outlining such vesting: Issuance of shares. The shares issued to each 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 each Founder. RESTRICTIONS Restrictions. The Founders 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. MANAGEMENT AND APPROUVAL RIGHTS Management of the company. The Company will be managed by the Founders, and a majority of Founders may take any action on behalf of the Company except where explicitly stated otherwise in this agreement. The unanimous written approval of all Founders is required to: incur any debt on the Company's behalf or employ its credit, other than receivables to trade creditors in the ordinary course of business not to exceed $250 individually and $500 in aggregate; initiate any voluntary bankruptcy proceeding; liquidate or dissolve the Company, or distribute substantially all of its assets and business; enter into any inbound or outbound license, transfer, or other assignment of protectable intellectual property used in the Project, including any patentable inventions, copyrights, trade secrets, or trademark rights (except for inbound end user licenses for software applications in the ordinary course of business); approve any contract with a Founder, or an immediate family member or domestic partner of a Founder, or an affiliate of any of the foregoing persons; raise any equity capital in any amount from any person; admit any partner to the Company; and amend this agreement",null,"Founders Agreement","11",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/founders-agreement-D12653.png","https://templates.business-in-a-box.com/imgs/250px/12653.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12653.xml",{"title":15,"description":6},"founders agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"Founders Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12653.png","https://templates.business-in-a-box.com/imgs/600px/12653.png","\u003Ch4>Aligning Organizational Strategy with a Mission Statement\u003C/h4>\n\u003Cp>In the realm of business strategy and organizational development, a well-crafted mission statement is crucial for guiding a company's vision and objectives. A Mission Statement defines the purpose of an organization, articulating its goals, values, and the impact it aims to make. This document is essential for aligning internal teams and communicating the organization's purpose to external stakeholders.\u003C/p>\n\u003Cp>A Mission Statement serves as a strategic tool, providing clarity on the organization's direction. It helps unify employees around a common purpose, inspires action, and fosters a shared understanding of the organization's goals.\u003C/p>\n\u003Ch5>What is a Mission Statement Template?\u003C/h5>\n\u003Cp>A Mission Statement template serves as a structured guide for crafting a concise and impactful mission statement. It helps you clearly articulate your organization's core purpose, values, and goals. Key components of this template include:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Purpose\u003C/strong> - A succinct statement of the organization's fundamental reason for existence, focusing on its primary objectives and the problems it aims to address.\u003C/li>\n\u003Cli>\u003Cstrong>Values\u003C/strong> - A clear expression of the organization's guiding principles and beliefs that shape its culture and decision-making.\u003C/li>\n\u003Cli>\u003Cstrong>Target Audience\u003C/strong> - Identification of the primary audience or beneficiaries of the organization's work, emphasizing the specific groups or markets it serves.\u003C/li>\n\u003Cli>\u003Cstrong>Goals\u003C/strong> - An outline of the key objectives that define what the organization aspires to achieve.\u003C/li>\n\u003Cli>\u003Cstrong>Unique Value Proposition\u003C/strong> - A clear articulation of what differentiates the organization from others, emphasizing its distinctive strengths and impact.\u003C/li>\n\u003C/ul>\n\u003Cp>A Mission Statement template provides a blueprint for articulating the organization's vision, ensuring the final document captures the essence of the organization's purpose and aligns with its strategic objectives.\u003C/p>\n\u003Ch5>Supporting Documents for Structuring a Mission Statement\u003C/h5>\n\u003Cp>To enhance the clarity and comprehensiveness of a Mission Statement, integrating related documents is advisable:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/employee-handbook-D712/\">Employee Handbook Template\u003C/a>\u003C/strong> - Establishes organizational policies and culture, ensuring that the mission aligns with employee conduct and expectations.\u003C/li>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/organizational-chart-D12674/\">Organizational Chart Template\u003C/a>\u003C/strong> - Visualizes the structure of the organization, aiding in understanding how the mission fits into different departments and roles.\u003C/li>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/swot-analysis-D12676/\">SWOT Analysis\u003C/a>\u003C/strong> - Assists in identifying the organization's strengths, weaknesses, opportunities, and threats, providing insights to inform the mission statement.\u003C/li>\n\u003C/ul>\n\u003Ch5>Why Employ a Detailed Template for a Mission Statement?\u003C/h5>\n\u003Cp>Utilizing a detailed template for drafting your Mission Statement offers significant benefits:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Clarity of Purpose\u003C/strong> - Helps articulate a clear and concise purpose that aligns the organization and guides decision-making.\u003C/li>\n\u003Cli>\u003Cstrong>Consistency\u003C/strong> - Ensures that the mission statement reflects the organization's core values and objectives, providing consistency across communications.\u003C/li>\n\u003Cli>\u003Cstrong>Inspiration\u003C/strong> - Motivates employees and stakeholders by clearly communicating the organization's goals and impact.\u003C/li>\n\u003Cli>\u003Cstrong>Strategic Alignment\u003C/strong> - Links the mission statement to the organization's strategic objectives, ensuring alignment and focus.\u003C/li>\n\u003C/ul>\n\u003Cp>Adopting a comprehensive Mission Statement is essential for successfully guiding an organization's strategy and culture. It provides a clear and actionable framework for defining the organization's purpose, ensuring that the mission statement effectively communicates its vision and goals. This fundamental document not only helps align internal teams but also sets the foundation for strong external communication and strategic growth.\u003C/p>\n\u003Cp>Updated in April 2024.\u003C/p>\n",[26,17,20],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":18,"url":19},{"label":33,"url":34},"Incorporation & Bylaws","/templates/incorporation-and-bylaws/",[36,40,44,48,52,56,60,64,68,72,76,80,84,100,115,129,144,159],{"label":37,"url":38,"thumb":39,"extension":10},"Co-Founder Agreement","/template/co-founder-agreement-D13317","https://templates.business-in-a-box.com/imgs/250px/13317.png",{"label":41,"url":42,"thumb":43,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":45,"url":46,"thumb":47,"extension":10},"Acquisition Agreement","/template/acquisition-agreement-D847","https://templates.business-in-a-box.com/imgs/250px/847.png",{"label":49,"url":50,"thumb":51,"extension":10},"Amalgamation Agreement","/template/amalgamation-agreement-D855","https://templates.business-in-a-box.com/imgs/250px/855.png",{"label":53,"url":54,"thumb":55,"extension":10},"Arbitration Agreement","/template/arbitration-agreement-D856","https://templates.business-in-a-box.com/imgs/250px/856.png",{"label":57,"url":58,"thumb":59,"extension":10},"Attorney Agreement","/template/attorney-agreement-D862","https://templates.business-in-a-box.com/imgs/250px/862.png",{"label":61,"url":62,"thumb":63,"extension":10},"Bonus Agreement","/template/bonus-agreement-D13815","https://templates.business-in-a-box.com/imgs/250px/13815.png",{"label":65,"url":66,"thumb":67,"extension":10},"Caregiver Agreement","/template/caregiver-agreement-D13510","https://templates.business-in-a-box.com/imgs/250px/13510.png",{"label":69,"url":70,"thumb":71,"extension":10},"Charter Agreement","/template/charter-agreement-D13440","https://templates.business-in-a-box.com/imgs/250px/13440.png",{"label":73,"url":74,"thumb":75,"extension":10},"Coaching Agreement","/template/coaching-agreement-D13221","https://templates.business-in-a-box.com/imgs/250px/13221.png",{"label":77,"url":78,"thumb":79,"extension":10},"Collaboration Agreement","/template/collaboration-agreement-D13222","https://templates.business-in-a-box.com/imgs/250px/13222.png",{"label":81,"url":82,"thumb":83,"extension":10},"Compliance Agreement","/template/compliance-agreement-D13823","https://templates.business-in-a-box.com/imgs/250px/13823.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":9,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":93,"keywords":92,"url":99},"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":92,"description":6},"shareholders agreement",[94,96],{"label":18,"url":95},"business-legal-agreements",{"label":97,"url":98},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":9,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":109,"keywords":108,"url":114},"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":108,"description":6},"partnership agreement",[110,111],{"label":18,"url":95},{"label":112,"url":113},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":119,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":124,"keywords":127,"url":128},"LIMITED LIABILITY COMPANY OPERATING AGREEMENT This Limited Liability Company Operating Agreement is entered into as of the [DATE], BETWEEN: [INDIVIDUAL NAMES] (the \"Managing Members\"), 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] AND: [COMPANY NAME] (the \"Non-Managing Members\"), 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] The Managing Members and the Non-Managing Members are referred to herein collectively as the \"Members\". The Members have formed the Company by causing a Certificate of Formation (the \"Certificate\") conforming to the requirements of the [STATE] Revised Limited Liability Company Act (the \"Act\") to be filed in the Office of the Secretary of State for the State of [STATE]. NAME, PURPOSE AND PRINCIPAL OFFICE OF COMPANY Name The name of the Company is [COMPANY NAME], LLC. The affairs of the Company shall be conducted under such name or such other name as the Managing Members may, in their discretion, determine. [COMPANY NAME] hereby grants the Company the right, at no cost, to use the [SPECIFY] name for the term of the Company as set forth in Article [SPECIFY] hereof. Agreement In consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members executing this Agreement hereby agree to the terms and conditions of this Agreement, as it may be amended from time to time. It is the express intention of the Members that this Agreement shall be the sole statement of agreement among them, and, except to the extent a provision of this Agreement expressly incorporates matters by express reference, this Agreement shall govern even when inconsistent with or different from the provisions of the Act or any other provision of law. Purpose; Powers Purpose. The primary purpose of the Company is to act as the general partner of [COMPANY NAME] (the \"Fund\"). Powers. Subject to all of the terms and provisions hereof, the Company shall have all powers necessary, suitable or convenient for the accomplishment of the purpose of the Company, including, without limitation, the following: to purchase, sell, invest and trade in securities of every kind, including, without limitation, capital stock, limited partnership interests, bonds, notes, debentures, securities convertible into other securities, trust receipts and other obligations, instruments or evidences of indebtedness, as well as in rights, warrants and options to purchase securities; to make and perform all contracts and engage in all activities and transactions necessary or advisable to [SPECIFY] out the purposes of the Company, including, without limitation, the purchase, sale, transfer, pledge and exercise of all rights, privileges and incidents of ownership or possession with respect to any Company asset or liability; the borrowing or lending of money and the securing of payment of any Company obligation by hypothecation or pledge of, or grant of a security interest in, Company assets; and the guarantee of or becoming surety for the debts of others; and otherwise to have all the powers available to it as a limited liability company under the Act. Registered Office and Agent The initial address of the Company registered office in [STATE] is, and its initial agent at such address for service of process is Incorporating Services Limited. The Managing Members may change the registered office and agent for service of process as they from time to time may determine. Principal Office The principal office of the Company shall initially be located at [ADDRESS]. The Managing Members may change the location of the principal office of the Company at any time. Definitions Additional Members. This term shall have the meaning ascribed to it in Paragraph 3.2. Affiliate. With reference to any person, any other person controlling, controlled by or under direct or indirect common control with such person. Agreement. This Operating Agreement of [COMPANY NAME], a [STATE] limited liability company. Assignee. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Bankruptcy. A person or entity shall be deemed bankrupt if: any proceeding is commenced against such person or entity as debtor for any relief under bankruptcy or insolvency laws, or laws relating to the relief of debtors, reorganizations, arrangements, compositions or extensions and such proceeding is not dismissed within [NUMBER] days after such proceeding has commenced, or such person or entity commences any proceeding for relief under bankruptcy or insolvency laws or laws relating to the relief of debtors, reorganizations, arrangements, compositions or extensions. Book Value. This term shall have the meaning ascribed to it in Paragraph 6.2(a). Capital Account. This term shall have the meaning ascribed to it in Paragraph 6.2(b). Capital Commitment. This term shall have the meaning ascribed to it in Paragraph 5.1. Capital Contribution. This term shall have the meaning ascribed to it in Paragraph 5.1(b). [SPECIFY]. The Company [PERCENTAGE] carried interest in the income of the Fund. Certificate. The Certificate of Formation of [COMPANY NAME], a [STATE] limited liability company. Code. [SPECIFY YOUR COUNTRY INTERNAL REVENUE ACT/CODE/LAW], as amended from time to time (and any corresponding provisions of succeeding law). Defaulting Member. This term shall have the meaning ascribed to it in Paragraph 5.4(a). Fiscal Quarter. This term shall have the meaning ascribed to it in Paragraph 6.2(c). Fiscal Year. This term shall have the meaning ascribed to it in Paragraph 6.2(d). Management Fee. The management fee receivable by the Company from the Fund. Net Income or Net Loss. This term shall have the meaning ascribed to it in Paragraph 6.2(e). Percentage Interest. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Sale or Exchange. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Securities Act. [YOUR COUNTRY ACT/CODE/LAW] as amended from time to time. Securities. Securities of every kind and nature and rights and options with respect thereto, including stock, notes, bonds, debentures, evidences of indebtedness and other business interests of every type, including interests in partnerships, joint ventures, proprietorships and other business entities. TMP. This term shall have the meaning ascribed to it in Paragraph 13.16. Termination Date. This term shall have the meaning ascribed to it in Paragraph 2.1. Treasury Regulations. The Income Regulations promulgated under the Code, as such Regulations may be amended from time to time (including corresponding provisions of succeeding Regulations). TERM AND TERMINATION OF THE COMPANY Term The term of the Company shall continue until [NUMBER] year after the dissolution of the Fund unless sooner terminated as provided in Paragraph 2.2 or by operation of law or extended as provided in Paragraph 2.3. The last day of the term of the Company, as such may be extended as provided herein, is referred to herein as the \"Termination Date.\" Termination The Company shall terminate prior to the end of the period specified in Paragraph 2.1 at the election of the Managing Members. The Managing Members shall deliver notice of such termination to the Non-Managing Members. Extension of Term The term of the Company may be extended by the Managing Members. The Managing Members shall provide notice of any such extension to the Non-Managing Members. INITIAL MEMBERS; CHANGES IN MEMBERSHIP Name and Address The persons listed on Exhibit A are hereby admitted as Members of the Company","LLC Operating Agreement","21",207,"https://templates.business-in-a-box.com/imgs/1000px/llc-operating-agreement-D5209.png","https://templates.business-in-a-box.com/imgs/250px/5209.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5209.xml",{"title":6,"description":6},[125,126],{"label":18,"url":95},{"label":97,"url":98},"llc operating agreement","/template/llc-operating-agreement-D5209",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":9,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":138,"keywords":137,"url":143},"NON-DISCLOSURE AGREEMENT (NDA) This 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, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":137,"description":6},"non disclosure agreement nda",[139,140],{"label":18,"url":95},{"label":141,"url":142},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":145,"descriptionCustom":6,"label":146,"pages":147,"size":148,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":153,"keywords":157,"url":158},"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},[154],{"label":155,"url":156},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":160,"descriptionCustom":6,"label":161,"pages":162,"size":9,"extension":10,"preview":163,"thumb":164,"svgFrame":165,"seoMetadata":166,"parents":168,"keywords":167,"url":176},"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","7","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":167,"description":6},"employment agreement_at will employee",[169,172,175],{"label":170,"url":171},"Human Resources","human-resources",{"label":173,"url":174},"Hire an Employee","hire-employee",{"label":18,"url":95},"/template/employment-agreement_at-will-employee-D541",true,{"seo":179,"reviewer":191,"legal_disclaimer":177,"quick_facts":195,"at_a_glance":198,"personas":202,"variants":227,"glossary":253,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":457,"diy_vs_lawyer":471,"jurisdictions":484,"related_template_ids_curated":505,"schema":513,"classification":514},{"meta_title":180,"meta_description":181,"primary_keyword":182,"secondary_keywords":183},"Founders Agreement Template (Free Word)","Free founders agreement template for startups. Covers equity splits, roles, vesting, IP assignment, and decision-making. Used in 190+ countries. Free Word and PDF download.","founders agreement template",[184,185,186,187,188,189,190],"founders agreement template word","founders agreement template free","startup founders agreement","co-founder equity agreement","founder vesting agreement","founders agreement pdf","startup co-founder contract",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":196,"legal_review_recommended":177,"signature_required":177,"notarization_required":197},"advanced",false,{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"A Founders Agreement is a legally binding contract between the co-founders of a new company that defines each person's roles, equity ownership, vesting schedule, IP assignment, decision-making authority, and what happens when a founder exits. This free Word download gives you a structured, attorney-ready starting point you can edit online and export as PDF to sign before the first line of code is written or the first dollar is spent.\n","Use it at the moment you decide to build a company with one or more partners — before incorporating, before taking investment, and before any founder contributes meaningful work or IP to the venture. The later you wait, the more expensive the conversation becomes.\n","Founding team members and equity splits, role definitions and time commitments, founder vesting schedule with cliff and acceleration provisions, IP assignment, confidentiality, non-compete and non-solicitation restrictions, decision-making and voting thresholds, and buyout and exit procedures for departing founders.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"Technical co-founders","Protecting IP contributions before the company is incorporated","persona-startup-founder",{"title":208,"use_case":209,"icon_asset_id":210},"Business co-founders","Locking in agreed equity splits before early traction creates leverage","persona-ceo",{"title":212,"use_case":213,"icon_asset_id":214},"First-time entrepreneurs","Establishing governance and exit rules before disagreements arise","persona-student-entrepreneur",{"title":216,"use_case":217,"icon_asset_id":218},"Accelerator and incubator participants","Meeting program requirements for a signed co-founder agreement","persona-small-business-owner",{"title":220,"use_case":221,"icon_asset_id":222},"Early-stage startup lawyers","Using a structured template as a starting point for client engagements","persona-legal-counsel",{"title":224,"use_case":225,"icon_asset_id":226},"Solo founders adding a co-founder post-launch","Formalizing a new equity grant and role before the new founder starts","persona-operations-director",[228,231,235,238,242,246,249],{"situation":229,"recommended_template":7,"slug":230},"Two or three co-founders splitting equity at incorporation","founders-agreement-D12653",{"situation":232,"recommended_template":233,"slug":234},"Adding a co-founder to a solo-founded company that already has traction","Co-Founder Equity Agreement (Post-Launch)","co-founder-agreement-D13317",{"situation":236,"recommended_template":102,"slug":237},"Documenting equity and roles before forming an LLC or corporation","partnership-agreement-D12551",{"situation":239,"recommended_template":240,"slug":241},"Issuing stock options to early employees or advisors","Stock Option Agreement","employee-stock-option-agreement-D12613",{"situation":243,"recommended_template":244,"slug":245},"Protecting confidential information shared between potential co-founders","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":247,"recommended_template":117,"slug":248},"Governing the relationship between LLC members rather than shareholders","llc-operating-agreement-D5209",{"situation":250,"recommended_template":251,"slug":252},"Defining a vesting schedule after a VC term sheet requires one","Restricted Stock Purchase Agreement","restricted-stock-purchase-agreement-D12855",[254,257,260,263,266,269,272,275,278,281,284],{"term":255,"definition":256},"Equity Split","The percentage of company ownership allocated to each co-founder, which determines their share of proceeds in any future sale or financing.",{"term":258,"definition":259},"Vesting Schedule","A timeline over which a founder earns full ownership of their equity — typically four years — so that early departures do not leave a departed founder with a large passive stake.",{"term":261,"definition":262},"Cliff","A minimum period — typically 12 months — that must pass before any equity vests; a founder who leaves before the cliff forfeits the entire unvested grant.",{"term":264,"definition":265},"Acceleration","A provision that causes unvested equity to vest immediately upon a triggering event, such as an acquisition (single trigger) or an acquisition combined with termination (double trigger).",{"term":267,"definition":268},"IP Assignment","A clause transferring ownership of all inventions, code, designs, and work product created by each founder to the company as a condition of their equity grant.",{"term":270,"definition":271},"Drag-Along Right","A provision allowing founders holding a majority of shares to compel minority founders to vote in favor of a sale of the company on the same terms.",{"term":273,"definition":274},"Right of First Refusal (ROFR)","The company's or other founders' contractual right to purchase a departing founder's shares before they are offered to any outside party.",{"term":276,"definition":277},"Dead Equity","Shares held by a departed founder who no longer contributes to the company, which dilute remaining founders and can deter institutional investors.",{"term":279,"definition":280},"Good Leaver / Bad Leaver","Classifications that determine the price at which a departing founder's unvested shares are repurchased — typically fair market value for a good leaver and par value for a bad leaver.",{"term":282,"definition":283},"Cap Table","A spreadsheet listing all equity holders, their ownership percentages, and the effect of future financing rounds on each founder's stake.",{"term":285,"definition":286},"Quorum","The minimum number or percentage of founders who must be present or represented for a vote on company decisions to be valid.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Founding team and equity split","Identifies each co-founder by legal name, states their initial ownership percentage, and records the class of shares or units each holds.","The founding team consists of [FOUNDER 1 FULL NAME] ([X]%), [FOUNDER 2 FULL NAME] ([Y]%), and [FOUNDER 3 FULL NAME] ([Z]%), each holding [CLASS] shares of [COMPANY LEGAL NAME] (the 'Company').","Agreeing on a split verbally and leaving it out of the written document. Without a signed record, disputes default to each founder's recollection — which rarely match.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Roles, responsibilities, and time commitment","Defines each founder's title, primary functional area, and expected minimum time commitment — full-time, part-time, or advisory.","[FOUNDER 1] shall serve as Chief Executive Officer, responsible for [KEY FUNCTIONS], and shall devote no less than [X] hours per week to Company business. [FOUNDER 2] shall serve as Chief Technology Officer, responsible for [KEY FUNCTIONS], and shall devote full time to Company business.","Omitting minimum time commitments for part-time co-founders. A founder contributing 5 hours a week while holding 30% equity becomes a significant source of resentment and investor concern.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Vesting schedule and cliff","Sets out the timeline over which each founder earns their equity, including the cliff period and the consequence of departure before or after the cliff.","Each Founder's shares shall vest over [48] months with a [12]-month cliff from [VESTING COMMENCEMENT DATE]. Upon a Founder's departure before the cliff, all unvested shares shall be subject to repurchase at par value. After the cliff, shares vest monthly in equal installments.","Using the company incorporation date rather than each founder's actual start date as the vesting commencement date, which can leave a founder with unearned equity if roles were taken on at different times.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Intellectual property assignment","Requires each founder to assign all prior and future work product, inventions, code, and IP related to the company's business to the company as a condition of their equity.","Each Founder hereby irrevocably assigns to the Company all right, title, and interest in any and all work product, inventions, discoveries, and improvements conceived or developed by such Founder in connection with the Company's business, whether created before or after the date of this Agreement.","Failing to address prior IP a founder developed before the company was formed. Without a clear assignment of pre-existing IP, the founder — not the company — may own the core technology at incorporation.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Confidentiality","Prohibits each founder from disclosing or using the company's confidential information — business plans, financials, product roadmaps, and customer data — outside the scope of their role.","Each Founder shall hold in strict confidence all Confidential Information of the Company and shall not disclose or use any Confidential Information for any purpose other than furthering the Company's business, during or after the term of this Agreement.","No definition of what constitutes 'Confidential Information.' An undefined term is an unenforceable term — courts require a reasonable boundary around what qualifies.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Non-compete and non-solicitation","Restricts founders from competing directly with the company or soliciting its employees and customers during their tenure and for a defined period after departure.","During the term of this Agreement and for [12] months thereafter, each Founder shall not (a) engage in any business that competes directly with the Company within [GEOGRAPHIC AREA], or (b) solicit any employee, contractor, or customer of the Company.","Using identical non-compete terms for all founders regardless of role. A founder with direct customer access warrants tighter restrictions than one focused purely on internal product development.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Decision-making and voting","Establishes the threshold required for ordinary and major decisions — simple majority, supermajority, or unanimous consent — and lists decisions that require board or all-founder approval.","Ordinary business decisions require approval of Founders holding a majority of shares. The following decisions require unanimous Founder approval: (a) issuing new equity; (b) incurring debt exceeding $[X]; (c) selling or licensing material assets; (d) entering contracts exceeding $[X] in annual value.","Requiring unanimous consent for all decisions. In a two-founder company, unanimity on routine matters creates a deadlock mechanism that can paralyze operations over minor disagreements.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Founder departure, buyout, and right of first refusal","Defines the process and price for repurchasing a departing founder's shares, including good-leaver and bad-leaver distinctions and the company's right of first refusal on any attempted transfer.","Upon a Founder's voluntary resignation, termination for Cause, or death, the Company shall have the right to repurchase unvested shares at par value and vested shares at [FAIR MARKET VALUE / FORMULA]. Any proposed transfer of shares to a third party must first be offered to the Company and remaining Founders on the same terms.","No buyout mechanism at all. Without one, a departing founder retains their equity indefinitely — creating dead equity, blocking investor due diligence, and leaving no clean path to dilute or remove a disengaged co-founder.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Deadlock resolution","Provides a structured process for resolving an impasse when equal co-founders cannot agree on a material decision — mediation, arbitration, or a buy-sell (shotgun) mechanism.","In the event Founders are unable to resolve a material deadlock within [30] days, either Founder may invoke the buy-sell procedure: the invoking Founder shall name a price per share, and the other Founder must either buy the invoking Founder's shares or sell their own shares at that price within [30] days.","Omitting a deadlock clause entirely in a 50/50 split company. An equal split without a resolution mechanism means any disagreement can freeze the company indefinitely — a red flag for every institutional investor.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — arbitration, mediation, or litigation — and in which venue.","This Agreement shall be governed by the laws of the State of [STATE], without regard to conflict-of-law principles. Any dispute arising hereunder shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY, STATE], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law with no connection to where the founders or company are based. Several states apply their own employment and IP laws regardless of the contract's choice-of-law clause.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"List all co-founders and confirm legal names","Enter each co-founder's full legal name as it appears on government-issued ID. Include the company's legal name and jurisdiction of incorporation, or the planned state of incorporation if not yet formed.","Use the same legal name format across all founding documents — discrepancies between the founders agreement, cap table, and stock certificates create title defects that surface in due diligence.",{"step":345,"title":346,"description":347,"tip":348},2,"Agree on and document the equity split","Record each founder's ownership percentage and the class of shares or units. If the split is not equal, document the rationale (prior contributions, role, capital investment) in a separate exhibit so the logic is clear to future investors.","Have the equity conversation before any significant work is done — once early traction exists, every founder overestimates their contribution and the split becomes harder to negotiate fairly.",{"step":350,"title":351,"description":352,"tip":353},3,"Define each founder's role and time commitment","State job titles, primary responsibilities, and a minimum weekly hours commitment for any founder who is not joining full-time. Include a trigger for renegotiation if a part-time founder transitions to full-time.","Avoid vague titles like 'co-founder' without a functional area. Ambiguous roles create overlap and conflict — especially in two-person founding teams.",{"step":355,"title":356,"description":357,"tip":358},4,"Set the vesting schedule and cliff","Enter the total vesting period (typically 48 months), cliff length (typically 12 months), and each founder's vesting commencement date. Confirm whether vesting is time-based only or includes performance milestones.","Use each founder's actual start date, not the company's incorporation date. A founder who joined six months before incorporation should not lose those months of vested time.",{"step":360,"title":361,"description":362,"tip":363},5,"Attach and assign all prior IP","List any inventions, code, designs, or research each founder developed before the company was formed that will be used in the business. Attach it as Schedule A and confirm the assignment clause covers this prior IP explicitly.","If a founder developed core IP at a previous employer, consult a lawyer before assignment — some employment contracts include a broad IP ownership clause that could create a competing claim.",{"step":365,"title":366,"description":367,"tip":368},6,"Calibrate the non-compete scope","Set geographic scope, duration, and breadth of activity for the non-compete based on each founder's role and access to competitive information. Flag jurisdictions where post-employment non-competes are restricted or banned.","California voids most post-employment non-competes — if any founder lives or works in California, remove or replace that clause with a narrowly drawn non-solicitation provision.",{"step":370,"title":371,"description":372,"tip":373},7,"Define decision thresholds and reserved matters","List decisions that require ordinary majority, supermajority, and unanimous consent. Identify the specific reserved matters — equity issuance, debt, asset sales, key contracts — that require all-founder or board approval.","Keep the unanimous-consent list short: three to five genuinely major categories. A long list of reserved matters turns every operational decision into a negotiation.",{"step":375,"title":376,"description":377,"tip":378},8,"Execute before work begins — all founders sign","All co-founders must sign the agreement before contributing meaningful work, IP, or capital. Obtain wet or electronic signatures with timestamps. Store the fully-executed copy in a shared, access-controlled document repository.","Use a platform that timestamps execution and sends each signer a copy. A signed-but-undated agreement is almost as problematic as no agreement at all in a later dispute.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Delaying the agreement until after the product is built","Once a product exists and early users validate the idea, every founder's perceived value — and leverage — increases sharply. A split that felt obvious at ideation becomes contentious at traction.","Execute the founders agreement before any founder writes code, makes sales calls, or invests personal capital. The cost of the conversation at day zero is a fraction of what it costs at month six.",{"mistake":385,"why_it_matters":386,"fix":387},"No vesting schedule for founding equity","A founder who leaves after six months with 33% of the company creates dead equity that dilutes remaining founders in every future financing and signals governance risk to institutional investors.","Apply a standard four-year vest with a one-year cliff to all founding equity, regardless of how equal or trusted the relationship feels at the start.",{"mistake":389,"why_it_matters":390,"fix":391},"Omitting IP assignment for pre-incorporation work","If the core technology was built before the company was formed and ownership was never formally transferred, the founder — not the company — may own it. This defect can kill a funding round during due diligence.","Include an explicit assignment of all prior relevant IP in Schedule A, signed alongside the main agreement. Have a lawyer review any prior employment contracts that might include competing IP ownership clauses.",{"mistake":393,"why_it_matters":394,"fix":395},"No deadlock resolution mechanism in a 50/50 company","A deadlock between two equal founders with no resolution process can freeze the company for months — burning runway, stalling fundraising, and triggering key-person departures.","Include a mediation-first, buy-sell second deadlock clause. The buy-sell (shotgun) mechanism is rarely invoked but its existence alone creates a strong incentive to negotiate in good faith.",{"mistake":397,"why_it_matters":398,"fix":399},"Using the wrong governing law for the founders' locations","Choosing Delaware law when both founders live in California does not prevent California courts from applying California employment and IP law — including its ban on post-employment non-competes.","Choose governing law based on where the company is incorporated and where the majority of founders are based. Confirm with a lawyer that the choice-of-law clause will be respected for each specific clause type.",{"mistake":401,"why_it_matters":402,"fix":403},"Treating the founders agreement as a one-time document","Material changes — a new co-founder, a role change, a pivot — can make original terms misaligned or unenforceable without a documented amendment.","Include an amendment clause requiring all founders' written consent to modify any material term, and revisit the agreement whenever the founding team's composition or responsibilities change significantly.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is a founders agreement?","A founders agreement is a legally binding contract between the co-founders of a startup that governs the core terms of their relationship: equity splits, roles, vesting schedules, IP ownership, confidentiality, non-compete restrictions, decision-making authority, and what happens when a founder leaves. It functions as the operating constitution of the founding team before formal corporate governance documents — like a shareholders agreement or operating agreement — are put in place.\n",{"question":409,"answer":410},"When should a founders agreement be signed?","A founders agreement should be signed before any founder contributes meaningful work, IP, or capital to the venture — ideally before or at incorporation. The longer you wait, the more leverage each founder accumulates and the harder the equity and role conversations become. Most startup lawyers recommend executing it within the first week of deciding to build together.\n",{"question":412,"answer":413},"What is the difference between a founders agreement and a shareholders agreement?","A founders agreement governs the founding team's relationship at the earliest stage — before outside investors or employees hold equity. A shareholders agreement is a broader document that governs all equity holders, including investors, and typically replaces or supplements the founders agreement after a priced funding round. The founders agreement is the early-stage precursor; the shareholders agreement is the post-investment successor.\n",{"question":415,"answer":416},"Do all startups need a founders agreement?","Any company with two or more founders should have one. A solo founder has no co-founder relationship to govern, but the moment a second person joins with equity, a founders agreement is necessary. Without it, equity splits are undocumented, IP ownership is ambiguous, and there is no mechanism for removing or buying out a founder who leaves or stops contributing — issues that surface in every serious due diligence process.\n",{"question":418,"answer":419},"What equity split should co-founders use?","There is no universally correct answer, but equal splits are the most common starting point for founding teams of two to three people with comparable contributions. Unequal splits are warranted when one founder contributed significant prior IP, capital, or a validated customer relationship. Whatever split is chosen, a vesting schedule is more important than the precise percentage — it ensures founders earn their equity over time rather than holding it passively after departure.\n",{"question":421,"answer":422},"What is a founder vesting cliff?","A cliff is a minimum period — typically 12 months — that must pass before any of a founder's equity vests. If the founder departs before the cliff, they forfeit the entire unvested grant. After the cliff, equity vests on a monthly or quarterly basis over the remaining vesting period. The cliff protects the company and remaining founders from a co-founder who leaves in the first year while retaining a significant equity stake.\n",{"question":424,"answer":425},"Is a founders agreement legally enforceable?","A properly drafted and executed founders agreement is generally enforceable as a binding contract when it contains the elements required by contract law: offer, acceptance, and consideration (the mutual equity grants and obligations typically provide this). Specific clauses — particularly non-competes — vary significantly in enforceability by jurisdiction. In California, for example, post-employment non-competes are largely unenforceable regardless of what the contract states.\n",{"question":427,"answer":428},"What happens if a founder leaves before vesting is complete?","Under a standard founders agreement, unvested shares are subject to repurchase by the company at a price defined in the agreement — typically par value for a bad leaver (terminated for cause or violating the agreement) and fair market value for a good leaver (voluntary resignation or mutual departure). This mechanism prevents dead equity from accumulating on the cap table and keeps the departing founder from benefiting fully from work they did not complete.\n",{"question":430,"answer":431},"Do I need a lawyer to draft a founders agreement?","For a straightforward two- or three-founder startup incorporating in a standard jurisdiction, a high-quality template is a strong starting point. Engage a startup lawyer when the equity split is unequal and contested, when a founder is contributing pre-existing IP with potential ownership complications, when any founder is based in a heavily regulated jurisdiction, or when the company is raising capital immediately after formation. A typical founders agreement review costs $500–$1,500.\n",[433,437,441,445,449,453],{"industry":434,"icon_asset_id":435,"specifics":436},"SaaS / Technology","industry-saas","IP assignment for pre-incorporation code is critical; technical and business co-founders need explicit role boundaries to avoid early governance conflicts over product direction.",{"industry":438,"icon_asset_id":439,"specifics":440},"Consumer Goods / E-commerce","industry-ecommerce","Brand IP, supplier relationships, and sourcing contacts are often founder-specific assets that must be formally assigned to the company to protect against a founder's departure.",{"industry":442,"icon_asset_id":443,"specifics":444},"Biotech / Life Sciences","industry-healthtech","University spin-out IP assignment requires coordination with institutional tech-transfer agreements; vesting terms often align with regulatory milestones rather than pure time.",{"industry":446,"icon_asset_id":447,"specifics":448},"Creative Agencies / Media","industry-marketing","Creative IP — original content, proprietary methodologies, and client-facing work product — must be explicitly assigned to prevent a departing founder from claiming ownership of key deliverables.",{"industry":450,"icon_asset_id":451,"specifics":452},"Professional Services","industry-professional-services","Client relationships are concentrated in founding partners, making non-solicitation clauses for clients and employees particularly important upon departure.",{"industry":454,"icon_asset_id":455,"specifics":456},"Manufacturing / Hardware","industry-manufacturing","Patent and trade-secret assignment for hardware designs and manufacturing processes is essential; co-founders often hold critical supplier relationships that must be assigned or documented.",[458,461,464,467],{"vs":86,"vs_template_id":459,"summary":460},"shareholders-agreement-D13210","A shareholders agreement governs all equity holders — including investors — and typically replaces or supplements the founders agreement after a priced funding round. A founders agreement is an early-stage document focused exclusively on the founding team's relationship before outside capital enters. Execute the founders agreement at formation; expect to negotiate a shareholders agreement at Series A or earlier if a lead investor requires one.",{"vs":102,"vs_template_id":462,"summary":463},"partnership-agreement-D175","A partnership agreement governs the relationship between partners in a general or limited partnership — a specific legal structure with unlimited personal liability for general partners. A founders agreement is entity-agnostic and used with corporations and LLCs. If you are forming an LLC or corporation (the standard for venture-backed startups), use a founders agreement rather than a partnership agreement.",{"vs":117,"vs_template_id":465,"summary":466},"operating-agreement-llc-D12709","An LLC operating agreement governs the internal management of a limited liability company — member rights, profit distributions, and management authority — as a matter of state law. A founders agreement covers the personal relationship between founders, including equity vesting and IP assignment, which an operating agreement does not address. Startups using an LLC structure typically need both.",{"vs":468,"vs_template_id":469,"summary":470},"Employment Contract","employment-agreement_at-will-employee-D541","An employment contract governs the employer-employee relationship — salary, duties, benefits, and termination. A founders agreement governs the equity relationship between co-founders as owners. For funded startups, founders often sign both: a founders agreement for ownership terms and an employment contract for compensation and at-will status. The two documents serve different legal functions and should not be combined.",{"use_template":472,"template_plus_review":476,"custom_drafted":480},{"best_for":473,"cost":474,"time":475},"Two- or three-person founding teams incorporating in a standard jurisdiction with an agreed-upon equal or straightforward equity split","Free","1–3 hours",{"best_for":477,"cost":478,"time":479},"Unequal equity splits, pre-existing IP complications, any founder based in California or another restricted non-compete jurisdiction","$500–$1,500","3–7 days",{"best_for":481,"cost":482,"time":483},"Complex founding structures, university spin-outs, multiple co-founders with asymmetric contributions, or companies raising capital immediately after formation","$2,000–$5,000+","1–3 weeks",[485,490,495,500],{"code":486,"name":487,"flag_asset_id":488,"note":489},"us","United States","flag-us","Delaware is the most common state of incorporation for venture-backed startups, and its courts have extensive precedent on founder equity and IP assignment. However, state employment law — particularly California's ban on post-employment non-competes — applies to founders based in that state regardless of where the company is incorporated. Founder IP assignment clauses must also comply with California Labor Code §2870, which limits assignment of off-duty inventions. Check state-specific rules before finalizing non-compete and IP terms.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"ca","Canada","flag-ca","Canadian founders agreements generally follow common-law contract principles, with provincial variations — Ontario and British Columbia are the most common incorporation jurisdictions for tech startups. Non-compete clauses are enforceable in Canada if reasonable in scope, duration, and geography, but courts apply a higher standard of scrutiny than in most US states. Quebec-based founders should ensure the agreement is available in French if required by applicable language legislation.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"uk","United Kingdom","flag-uk","UK founders agreements are governed by English contract law, which generally enforces post-employment restrictions if they protect a legitimate business interest and are reasonable in scope and duration — typically no more than 12 months. IP created by a founder in the course of their employment automatically vests in the employer under the Patents Act 1977 and Copyright, Designs and Patents Act 1988, but pre-incorporation IP assignment still requires an explicit clause. Companies House registration does not substitute for a signed founders agreement.",{"code":501,"name":502,"flag_asset_id":503,"note":504},"eu","European Union","flag-eu","EU member states vary significantly in their treatment of post-employment non-competes — France, Germany, and the Netherlands typically require financial compensation to the departing founder during the restriction period, ranging from 25% to 100% of prior compensation. GDPR considerations apply if the agreement involves processing personal data of customers or employees. IP assignment for software and databases is generally effective under EU law, but specific rules in Germany and France on employee inventions may apply if founders are also employees of the company.",[506,237,248,245,507,469,241,508,509,510,511,512],"shareholders-agreement-D1016","independent-contractor-agreement-D160","job-offer-letter-long-D12769","intellectual-property-assignment-D5229","general-non-compete-agreement-D882","term-sheet-D473","buy-sell-agreement-D12611",{"emit_how_to":177,"emit_defined_term":177},{"primary_folder":95,"secondary_folder":515,"document_type":516,"industry":517,"business_stage":518,"tags":519,"confidence":524},"incorporation-and-bylaws","agreement","general","startup",[520,518,521,522,523],"equity","incorporation","founders-agreement","vesting",0.95,"\u003Ch2>What is a Founders Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Founders Agreement\u003C/strong> is a legally binding contract between the co-founders of a new company that governs the foundational terms of their working relationship before formal corporate governance documents are in place. It records each founder's equity percentage, defines their role and minimum time commitment, establishes a vesting schedule that ties ownership to continued contribution, assigns all relevant intellectual property to the company, and sets out the process for removing or buying out a founder who departs. Unlike a handshake deal or an informal email thread, a signed founders agreement creates enforceable obligations on all sides — making it the single most important document a founding team can execute before writing the first line of code or spending the first dollar.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Founding team disputes are among the leading causes of early-stage startup failure — and nearly all of them are made worse by the absence of a written agreement. Without a founders agreement, equity splits are undocumented and subject to competing recollections, IP built before incorporation may belong to the individual founder rather than the company, and a co-founder who leaves after six months can walk away with a 30% stake that blocks future financing and creates dead equity on the cap table indefinitely. Institutional investors routinely flag the absence of founder vesting as a due-diligence red flag and delay or decline term sheets until the issue is resolved. A founders agreement executed at day zero costs the founding team a few hours of honest conversation — the same conversation avoided at day zero typically costs tens of thousands of dollars in legal fees and months of delay at the worst possible moment in the company's life.\u003C/p>\n",1781185941635]