[{"data":1,"prerenderedAt":517},["ShallowReactive",2],{"document-pre-incorporation-agreement-D1013":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":177,"customdescription":6,"mdFm":178,"mdProseHtml":516},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"PRE-INCORPORATION AGREEMENT This Pre-Incorporation Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [FIRST PARTNER NAME] (the \"First Partner\"), 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: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTNER NAME] (the \"Second Partner\"), 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 PARTNER NAME] (the \"Third Partner\"), 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] RECITALS First Partner now owns and operates a [DESCRIBE] business in [STATE/PROVINCE] known as [DESCRIBE] Company, and he [she] would like to incorporate that business and Second Partner and Third Partner agree to take a certain amount of the stock in the corporation. TERMS Company has been inventoried by the above-named parties and it is agreed between them that Company, including all personal property, namely: [DESCRIBE], and everything used and kept in business, including all book accounts, is to show a value of [VALUE] net and is to be taken in by corporation at those figures.",null,"Pre-Incorporation Agreement","2",33,"doc","https://templates.business-in-a-box.com/imgs/1000px/pre-incorporation-agreement-D1013.png","https://templates.business-in-a-box.com/imgs/250px/1013.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1013.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"Incorporation Agreements","/templates/incorporation-agreement/","pre incorporation agreement","Pre-Incorporation Agreement Template","https://templates.business-in-a-box.com/imgs/400px/1013.png","https://templates.business-in-a-box.com/imgs/600px/1013.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,33],{"label":28,"url":29},{"label":17,"url":18},{"label":34,"url":35},"Incorporation & Bylaws","/templates/incorporation-and-bylaws/",[37,41,45,49,53,57,61,65,69,73,77,81,85,102,116,132,147,164],{"label":38,"url":39,"thumb":40,"extension":10},"Checklist Pre-Incorporation Agreement","/template/checklist-pre-incorporation-agreement-D1006","https://templates.business-in-a-box.com/imgs/250px/1006.png",{"label":42,"url":43,"thumb":44,"extension":10},"Pre-Incorporation Designation of Directors","/template/pre-incorporation-designation-of-directors-D1014","https://templates.business-in-a-box.com/imgs/250px/1014.png",{"label":46,"url":47,"thumb":48,"extension":10},"Articles of Incorporation","/template/articles-of-incorporation-D998","https://templates.business-in-a-box.com/imgs/250px/998.png",{"label":50,"url":51,"thumb":52,"extension":10},"Certificate of Incorporation","/template/certificate-of-incorporation-D1005","https://templates.business-in-a-box.com/imgs/250px/1005.png",{"label":54,"url":55,"thumb":56,"extension":10},"Articles of Incorporation Not for Profit Organization","/template/articles-of-incorporation-not-for-profit-organization-D999","https://templates.business-in-a-box.com/imgs/250px/999.png",{"label":58,"url":59,"thumb":60,"extension":10},"Assignment of Pre-Employment Works","/template/assignment-of-pre-employment-works-D529","https://templates.business-in-a-box.com/imgs/250px/529.png",{"label":62,"url":63,"thumb":64,"extension":10},"Checklist Pre-Layoff","/template/checklist-pre-layoff-D505","https://templates.business-in-a-box.com/imgs/250px/505.png",{"label":66,"url":67,"thumb":68,"extension":10},"Checklist Pre-Employment","/template/checklist-pre-employment-D567","https://templates.business-in-a-box.com/imgs/250px/567.png",{"label":70,"url":71,"thumb":72,"extension":10},"Pre-Interview Questionnaire","/template/pre-interview-questionnaire-D585","https://templates.business-in-a-box.com/imgs/250px/585.png",{"label":74,"url":75,"thumb":76,"extension":10},"Pre-Authorized Payment","/template/pre-authorized-payment-D288","https://templates.business-in-a-box.com/imgs/250px/288.png",{"label":78,"url":79,"thumb":80,"extension":10},"Shareholders Agreement","/template/shareholders-agreement-D1016","https://templates.business-in-a-box.com/imgs/250px/1016.png",{"label":82,"url":83,"thumb":84,"extension":10},"Pre-Authorized Payment_Specific Amount","/template/pre-authorized-payment_specific-amount-D289","https://templates.business-in-a-box.com/imgs/250px/289.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":95,"keywords":94,"url":101},"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",513,"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":94,"description":6},"partnership agreement",[96,98],{"label":17,"url":97},"business-legal-agreements",{"label":99,"url":100},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":106,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":111,"keywords":114,"url":115},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[112,113],{"label":17,"url":97},{"label":17,"url":97},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":120,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":130,"url":131},"MUTUAL NON-DISCLOSURE AGREEMENT This Mutual Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, in order to pursue the mutual business purpose of a possible transaction between Disclosing Party and Receiving Party and/or their affiliates (the \"Transaction\"), both Disclosing Party and Receiving Party recognize that there is a need to disclose to one another certain information in respect of itself and/or its affiliates. WHEREAS, all such information, delivered by or on behalf of one party and/or its affiliates (the \"Disclosing Party\") to the other party (the \"Receiving Party\") and/or its Representatives (as defined below), whether furnished before or after the date of this Agreement and regardless of the manner in which it is furnished, together with all analyses, compilations, studies or other documents or records prepared by the Receiving Party and/or its Representatives to the extent such analyses, compilations, studies, documents or records contain, otherwise reflect, or are generated from such information, is referred to herein as \"Evaluation Material\". NOW, THEREFORE, in consideration of the opportunity to consider such Evaluation Material, both parties hereby agree as follows: NON-DISCLOSURE OF EVALUATION MATERIAL The Evaluation Material will be used by the Receiving Party solely for the purpose of evaluating the Transaction. Such Evaluation Material will be kept strictly confidential by the Receiving Party, except that the Evaluation Material or any portion thereof may be disclosed to affiliates, directors, officers, employees, advisors, attorneys, agents, controlling persons, potential bidding partners and financing sources or other representatives (each, a \"Representative\", and collectively, the \"Representatives\") of the Receiving Party who need to know such information for the purpose of evaluating the Transaction and who agree to treat the Evaluation Material in accordance with the terms of this Agreement. The term \"Evaluation Material\" does not include information which: Is or becomes generally available to the public other than as a result of the breach of the terms of this Agreement by the Receiving Party and/or any of its Representatives; Is or has been independently acquired or developed by the Receiving Party and/or any of its Representatives without violating any of the terms of this Agreement; Was within the Receiving Party and/or any of its Representatives' possession prior to it being furnished to the Receiving Party and/or any of its Representatives by or on behalf of the Disclosing Party pursuant to the terms hereof; or Is received from a source other than the Disclosing Party and/or any of its Representatives; provided that, in the case of (c) and (d) above, the source of such information was not known by the Receiving Party to be bound by a confidentiality obligation to the Disclosing Party or any other party with respect to such information. DISCLOSURE UNDER COURT ORDER OR SUBPOENA In the event that the Receiving Party or any of its Representatives receives a request to disclose all or any part of the Evaluation Material under the terms of a subpoena or order issued by a court of competent jurisdiction or under a civil investigative demand or similar process, (i) the Receiving Party agrees to promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a request and (ii) if the Receiving Party or its applicable Representative is in the opinion of its counsel compelled to disclose all or a portion of the Evaluation Material, the Receiving Party or its applicable Representative may disclose that Evaluation Material that its counsel advises that it is compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that Evaluation Material that is being so disclosed. CONFIDENTIALITY OF THE TERMS OF THIS AGREEMENT Unless otherwise required by law, or unless otherwise provided in a final definitive agreement regarding the Transaction when, as and if executed, both parties and their respective Representatives will not, without the prior written consent of the other party, disclose to any person (other than Representatives of the parties hereto who need to know such information for the purpose of evaluating the Transaction and who agree to treat such information in accordance with the terms of this Agreement) any of the terms or conditions of the Transaction. OWNERSHIP OF RIGHTS TO EVALUATION MATERIAL Nothing in this Agreement shall divest the Disclosing Party of any of its right, title or interest in and to any Evaluation Material. Within [NUMBER] days after being so requested by the Disclosing Party, the Receiving Party and its Representatives shall destroy or return all Evaluation Material furnished to the Receiving Party and/or any of its Representatives by the Disclosing Party. Except to the extent a party is advised by counsel that such destruction is prohibited by law, the Receiving Party and its Representatives will also destroy all written material, memoranda, notes, copies, excerpts and other writings or recordings whatsoever prepared by the Receiving Party and/or its Representatives based upon, containing or otherwise reflecting any Evaluation Material. At the request of the Disclosing Party made at the time of its request for the destruction of Evaluation Material, any destruction of materials shall be certified to the Disclosing Party in writing by an authorized officer of the Receiving Party supervising such destruction. DISCLAIMER","Mutual Non-Disclosure Agreement","5",66,"https://templates.business-in-a-box.com/imgs/1000px/mutual-non-disclosure-agreement-D955.png","https://templates.business-in-a-box.com/imgs/250px/955.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#955.xml",{"title":6,"description":6},[126,127],{"label":17,"url":97},{"label":128,"url":129},"Confidentiality Agreements","confidentiality-agreement","mutual non disclosure agreement","/template/mutual-non-disclosure-agreement-D955",{"description":133,"descriptionCustom":6,"label":134,"pages":135,"size":136,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":141,"keywords":145,"url":146},"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},[142],{"label":143,"url":144},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":148,"descriptionCustom":6,"label":149,"pages":105,"size":89,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":155,"keywords":154,"url":163},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":154,"description":6},"employment agreement_at will employee",[156,159,162],{"label":157,"url":158},"Human Resources","human-resources",{"label":160,"url":161},"Hire an Employee","hire-employee",{"label":17,"url":97},"/template/employment-agreement_at-will-employee-D541",{"description":165,"descriptionCustom":6,"label":166,"pages":167,"size":89,"extension":10,"preview":168,"thumb":169,"svgFrame":170,"seoMetadata":171,"parents":173,"keywords":172,"url":176},"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":172,"description":6},"non disclosure agreement nda",[174,175],{"label":17,"url":97},{"label":128,"url":129},"/template/non-disclosure-agreement-nda-D12692",false,{"seo":179,"reviewer":190,"quick_facts":194,"at_a_glance":197,"personas":201,"variants":225,"glossary":250,"clauses":286,"how_to_fill":337,"common_mistakes":378,"faqs":403,"industries":431,"comparisons":448,"diy_vs_lawyer":462,"jurisdictions":475,"related_template_ids_curated":496,"schema":504,"classification":505},{"meta_title":180,"meta_description":181,"primary_keyword":182,"secondary_keywords":183},"Pre-Incorporation Agreement Template (Free Word)","Free pre-incorporation agreement template for co-founders. Covers equity splits, contributions, IP assignment, decision-making, and dissolution. Free Word and PDF download.","pre-incorporation agreement template",[184,185,186,187,188,189],"pre-incorporation agreement","pre-incorporation agreement word","founders agreement before incorporation","pre-incorporation contract template","startup founders agreement template","pre-incorporation agreement free download",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":195,"legal_review_recommended":196,"signature_required":196},"advanced",true,{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"A Pre-Incorporation Agreement is a legally binding contract between two or more prospective founders that governs their relationship and commitments before a company is formally incorporated. This free Word download covers proposed equity splits, capital and IP contributions, decision-making authority during the pre-incorporation period, and what happens to obligations and assets if incorporation never takes place.\n","Use it as soon as two or more founders begin working together on a venture — spending time, money, or creating IP — before the legal entity exists. Without it, contributions made during this period are legally unprotected and equity splits are unenforceable.\n","Parties and proposed venture description, equity allocation and vesting outline, capital and IP contributions, roles and decision-making authority, confidentiality obligations, non-solicitation restrictions, and dissolution provisions covering what happens if incorporation does not proceed.\n",[202,206,210,214,218,221],{"title":203,"use_case":204,"icon_asset_id":205},"Co-founders at idea stage","Formalizing equity splits and contributions before any entity exists","persona-startup-founder",{"title":207,"use_case":208,"icon_asset_id":209},"Technical co-founders","Protecting IP created during the pre-incorporation period from ownership disputes","persona-developer",{"title":211,"use_case":212,"icon_asset_id":213},"Serial entrepreneurs","Establishing a clear paper trail before committing to a new venture partner","persona-ceo",{"title":215,"use_case":216,"icon_asset_id":217},"University researchers and spinout teams","Allocating equity and IP rights before incorporating a spinout company","persona-student-entrepreneur",{"title":219,"use_case":220,"icon_asset_id":205},"Accelerator and incubator participants","Meeting program requirements to formalize co-founder arrangements in writing",{"title":222,"use_case":223,"icon_asset_id":224},"Business partners launching a joint venture","Documenting pre-incorporation obligations between established business owners","persona-small-business-owner",[226,229,232,236,239,242,246],{"situation":227,"recommended_template":7,"slug":228},"Two or more founders building a tech startup pre-incorporation","pre-incorporation-agreement-D1013",{"situation":230,"recommended_template":78,"slug":231},"Founders ready to formally incorporate and govern their company","shareholders-agreement-D1016",{"situation":233,"recommended_template":234,"slug":235},"Sole founder bringing on an early employee or advisor with equity","Equity Vesting Agreement","vesting-agreement-D12864",{"situation":237,"recommended_template":104,"slug":238},"Two existing companies forming a pre-incorporation joint venture","joint-venture-agreement-D889",{"situation":240,"recommended_template":118,"slug":241},"Founders sharing confidential information before any agreement is signed","mutual-non-disclosure-agreement-D955",{"situation":243,"recommended_template":244,"slug":245},"Post-incorporation founders formalizing equity and governance","Founders Agreement","founders-agreement-D12653",{"situation":247,"recommended_template":248,"slug":249},"Founders winding down a pre-incorporation venture and allocating remaining assets","Partnership Dissolution Agreement","partnership-dissolution-agreement-D901",[251,253,256,259,262,265,268,271,274,277,280,283],{"term":7,"definition":252},"A contract between prospective founders that governs their mutual obligations, equity expectations, and IP ownership before a legal entity is formed.",{"term":254,"definition":255},"Prospective Founders","Individuals who intend to incorporate a company together but have not yet formed the legal entity.",{"term":257,"definition":258},"Equity Split","The agreed percentage of shares or ownership interest each founder will receive in the company upon incorporation.",{"term":260,"definition":261},"Vesting Schedule","A timeline over which founders earn their equity, typically monthly over 4 years with a 1-year cliff, designed to ensure continued contribution.",{"term":263,"definition":264},"IP Assignment","A contractual transfer of ownership of intellectual property — code, designs, trade secrets — created by a founder to the company upon incorporation.",{"term":266,"definition":267},"Capital Contribution","Cash, property, or other assets a founder commits to transferring to the company in exchange for their equity stake.",{"term":269,"definition":270},"Pre-Incorporation Expenses","Costs incurred by founders on behalf of the proposed venture before the legal entity exists, such as filing fees, software subscriptions, or prototype materials.",{"term":272,"definition":273},"Ratification","The act by which the newly incorporated company formally adopts and takes legal responsibility for contracts or obligations entered into on its behalf before incorporation.",{"term":275,"definition":276},"Dissolution Clause","A provision specifying how assets, IP, and liabilities are handled if the founders decide not to proceed with incorporation.",{"term":278,"definition":279},"Deadlock","A situation where co-founders with equal voting rights cannot reach agreement, potentially stalling all material decisions for the venture.",{"term":281,"definition":282},"Non-Solicitation Clause","A restriction preventing a departing founder from recruiting the remaining founders' employees or contractors for a defined period after leaving the venture.",{"term":284,"definition":285},"Confidential Information","Non-public information about the proposed venture — business model, financials, technical details, customer data — that founders agree not to disclose to third parties.",[287,292,297,302,307,312,317,322,327,332],{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Parties and proposed venture description","Identifies each founder by full legal name and address, describes the intended business concept, and states the agreed target jurisdiction and entity type for incorporation.","This Pre-Incorporation Agreement is entered into as of [DATE] between [FOUNDER 1 FULL NAME] of [ADDRESS] and [FOUNDER 2 FULL NAME] of [ADDRESS] (together, 'Prospective Founders'). The Prospective Founders intend to incorporate a [ENTITY TYPE] under the laws of [JURISDICTION] to carry on the business of [BUSINESS DESCRIPTION] ('Proposed Company').","Describing the venture so vaguely that subsequent disputes arise over whether a later pivot is still covered by the agreement — rendering IP assignment and equity provisions ambiguous.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Equity allocation and vesting schedule","Sets out each founder's agreed percentage ownership in the proposed company and the vesting schedule that conditions earning that equity on continued involvement.","[FOUNDER 1] shall receive [X]% and [FOUNDER 2] shall receive [X]% of the issued shares of the Proposed Company. Shares shall vest monthly over [48] months from [DATE], subject to a [12]-month cliff. Upon departure before full vesting, unvested shares shall be forfeited to the Proposed Company at par value.","Agreeing on equity percentages without a vesting schedule — meaning a founder who leaves after 3 months retains their full allocation, diluting remaining founders who do all the work.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Capital contributions","Specifies the cash, property, or other assets each founder agrees to contribute to the proposed company upon incorporation, and the timeline for doing so.","[FOUNDER 1] shall contribute $[AMOUNT] in cash within [30] days of incorporation. [FOUNDER 2] shall contribute [DESCRIPTION OF ASSET / EQUIPMENT] with an agreed value of $[AMOUNT]. No additional capital contributions shall be required without unanimous written consent.","Leaving contribution amounts unspecified or using vague language like 'reasonable amounts as needed' — creating liability disputes if the venture requires unexpected funding before incorporation.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Intellectual property assignment","Assigns to the proposed company all IP created by any founder in connection with the venture during the pre-incorporation period, and obligates each founder to execute formal assignment documents upon incorporation.","Each Prospective Founder hereby irrevocably assigns to the Proposed Company (upon and conditional on its incorporation) all right, title, and interest in any work product, inventions, software, designs, and trade secrets created in connection with the proposed venture since [DATE]. Each Founder shall execute such further instruments as the Proposed Company requires to perfect this assignment.","Limiting IP assignment to work done on company devices or during business hours. Pre-incorporation work is typically done on personal hardware at any hour — a narrow clause leaves significant IP unassigned.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Roles, responsibilities, and decision-making","Defines each founder's title and operational responsibilities during the pre-incorporation period and specifies which decisions require unanimous consent versus a single founder's authority.","[FOUNDER 1] shall serve as lead on [TECHNICAL / PRODUCT / BUSINESS DEVELOPMENT] matters. [FOUNDER 2] shall serve as lead on [OPERATIONS / FINANCE / SALES] matters. All material decisions — including entering contracts, incurring expenses above $[AMOUNT], and communicating with investors — require the written consent of all Prospective Founders.","Granting one founder unilateral authority over all decisions without a monetary threshold — allowing a single founder to bind the venture to significant obligations the other founders have not approved.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Pre-incorporation expenses","Establishes how costs incurred before incorporation are tracked, what expenses are authorized, and whether they will be reimbursed by the company upon incorporation or treated as capital contributions.","Each Prospective Founder shall maintain records of all pre-incorporation expenses incurred on behalf of the Proposed Company. Expenses below $[AMOUNT] per item are pre-authorized. Upon incorporation, the Proposed Company shall reimburse documented expenses within [30] days, or such expenses shall be deemed a capital contribution at the election of the incurring Founder.","No expense tracking provision at all — meaning one founder may spend significantly more than others before incorporation with no mechanism for reimbursement or credit toward equity.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Confidentiality","Prohibits each founder from disclosing the venture's business concept, technology, financials, or strategic plans to any third party without the written consent of all other founders.","Each Prospective Founder agrees to hold all Confidential Information of the proposed venture in strict confidence and not to disclose it to any third party without the prior written consent of all other Prospective Founders. This obligation survives termination of this Agreement for a period of [3] years.","No survival clause on confidentiality — meaning obligations expire if the agreement terminates before incorporation, leaving the business concept unprotected in the period most vulnerable to imitation.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Non-solicitation","Restricts any founder who withdraws from the venture from soliciting or hiring any person engaged with the proposed company for a defined period after departure.","For [12] months following the date a Prospective Founder withdraws from this Agreement, such Founder shall not solicit, hire, or otherwise engage any person who was engaged by the Proposed Company or the remaining Prospective Founders in connection with the proposed venture.","Omitting a non-solicitation clause entirely. A departing technical co-founder who immediately recruits the venture's developers to a competing project can effectively dismantle the remaining team.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Dissolution and failure to incorporate","States what happens to IP, assets, liabilities, and pre-incorporation expenses if the founders mutually agree to abandon the venture or fail to incorporate by a specified deadline.","If the Proposed Company is not incorporated by [DEADLINE DATE], or if all Prospective Founders mutually agree in writing to abandon the venture, all IP shall revert to the Founder who created it, all pre-incorporation expenses shall be borne by the Founder who incurred them, and this Agreement shall terminate. A majority of Prospective Founders may extend the deadline by written agreement.","No dissolution clause at all — meaning if one founder walks away, there is no framework for who owns the IP, who pays outstanding invoices, or whether the remaining founders can proceed without the departing partner.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes between founders are resolved — mediation, arbitration, or litigation — including a mechanism for deadlock.","This Agreement is governed by the laws of [JURISDICTION]. Any dispute shall first be submitted to non-binding mediation for [30] days. If unresolved, disputes shall be submitted to binding arbitration under the rules of [AAA / JAMS / ICDR] in [CITY]. Each Founder shall bear their own costs unless the arbitrator determines otherwise.","Choosing the governing jurisdiction based on convenience rather than where the founders and proposed company are actually located — leading to enforcement problems if a dispute arises before incorporation.",[338,343,348,353,358,363,368,373],{"step":339,"title":340,"description":341,"tip":342},1,"Identify all prospective founders and the proposed venture","Enter each founder's full legal name, residential address, and the date the agreement is being signed. Describe the intended business concept with enough specificity to identify what work product and IP falls within scope.","Align on a written one-paragraph business description before filling this section — vague descriptions are the single most common source of later disputes about what IP is covered.",{"step":344,"title":345,"description":346,"tip":347},2,"Agree and document the equity split","Enter each founder's percentage allocation and confirm the total is exactly 100%. If any equity is being reserved for future hires or an option pool, note it here as an agreed placeholder.","Difficult equity conversations are ten times harder after someone has invested six months of unpaid time. Have the number agreed before either party starts working.",{"step":349,"title":350,"description":351,"tip":352},3,"Set the vesting schedule and cliff","Define the vesting start date (typically the date of this agreement), total vesting period (commonly 48 months), cliff period (commonly 12 months), and what happens to unvested shares upon a founder's departure.","Make the vesting start date the date of this agreement, not the incorporation date — founders may work for months before incorporating, and that time should count toward vesting.",{"step":354,"title":355,"description":356,"tip":357},4,"Document capital contributions and pre-authorization thresholds","State each founder's committed cash or in-kind contribution with an agreed dollar value, the timeline for transferring it upon incorporation, and the per-item spending threshold that triggers full-founder approval.","Set the pre-authorized expense threshold low enough to prevent surprises — $250–$500 per item is typical for early-stage ventures with limited runway.",{"step":359,"title":360,"description":361,"tip":362},5,"Assign roles and decision-making authority","Name each founder's operational lead area and list the decisions that require unanimous consent. At minimum, unanimous consent should cover investor communications, contract execution, and IP licensing.","Enumerate the specific decisions requiring unanimity rather than relying on 'material decisions' — courts interpret materiality inconsistently.",{"step":364,"title":365,"description":366,"tip":367},6,"Complete the dissolution and deadline provisions","Set a realistic incorporation deadline — typically 6 to 12 months from the agreement date. Specify how IP reverts, how expenses are allocated, and what majority is needed to extend the deadline.","Choose a deadline you genuinely expect to meet. An expired deadline with no extension agreement can invalidate the IP assignment clause in some jurisdictions.",{"step":369,"title":370,"description":371,"tip":372},7,"Select governing law and dispute resolution mechanism","Choose the jurisdiction where the company is most likely to be incorporated — or where the majority of founders are located. Select arbitration for private resolution or litigation if you prefer court enforcement.","If founders are in different countries, choose a neutral arbitration body (ICC or LCIA) and a neutral seat city rather than the home jurisdiction of any single founder.",{"step":374,"title":375,"description":376,"tip":377},8,"Execute before any substantive work begins","All founders must sign the agreement before anyone begins creating IP, spending money, or communicating with investors on behalf of the venture. Post-hoc signatures on IP assignment provisions are harder to enforce.","Use a dated, countersigned PDF with all founders' signatures on the same page — not a chain of separate emails — to avoid any doubt about execution date.",[379,383,387,391,395,399],{"mistake":380,"why_it_matters":381,"fix":382},"No vesting schedule on equity","A founder who leaves after two months retains their full equity allocation, permanently diluting the founders who continue building. This is the most common source of co-founder litigation at the seed stage.","Include a 4-year monthly vesting schedule with a 1-year cliff, and specify that unvested shares are forfeited or subject to repurchase at par value upon departure.",{"mistake":384,"why_it_matters":385,"fix":386},"Signing after work has already started","IP created before the agreement is signed is not automatically covered by the assignment clause — each founder may retain independent ownership of pre-agreement work product, fracturing IP title.","Sign the agreement before any founder begins creating work product or spending money on behalf of the venture. If work has already started, add a schedule listing prior contributions and include a retroactive assignment clause.",{"mistake":388,"why_it_matters":389,"fix":390},"Omitting a dissolution clause","Without a dissolution clause, a venture that falls apart before incorporation leaves IP ownership, pre-incorporation debt, and expense reimbursement entirely unresolved — typically requiring litigation to untangle.","Specify that on failure to incorporate by the deadline, IP reverts to its creator, expenses are borne by who incurred them, and any shared liabilities are split equally unless otherwise agreed.",{"mistake":392,"why_it_matters":393,"fix":394},"Using vague business descriptions in the IP assignment","An IP assignment that covers 'work related to the business' without defining the business allows a departing founder to argue that their code or design falls outside scope, potentially taking valuable IP with them.","Write a specific, one-paragraph business description in the agreement and explicitly state that IP assignment covers all work product related to that description created from a specified start date.",{"mistake":396,"why_it_matters":397,"fix":398},"No expense authorization threshold","Without a spending threshold requiring multi-founder approval, one founder can commit the venture to significant liabilities — equipment leases, freelancer contracts, cloud service commitments — that others are unaware of and may be jointly liable for.","Set a per-item pre-authorization cap (e.g., $500) above which written approval from all founders is required, and require all founders to maintain itemized expense records.",{"mistake":400,"why_it_matters":401,"fix":402},"Treating the agreement as a shareholders agreement","A pre-incorporation agreement governs the period before the entity exists; it cannot substitute for a shareholders agreement, articles of incorporation, or bylaws post-incorporation. Founders who rely on it post-incorporation operate without formal governance.","Include an explicit clause stating the agreement terminates upon incorporation and that the parties will execute a shareholders agreement and organizational documents within 30 days of incorporation.",[404,407,410,413,416,419,422,425,428],{"question":405,"answer":406},"What is a pre-incorporation agreement?","A pre-incorporation agreement is a contract between prospective founders that governs their relationship, contributions, and equity expectations before a company is formally incorporated. It covers IP ownership, capital commitments, decision-making authority, and what happens if incorporation never proceeds. Without one, co-founders working together before entity formation have no legally binding framework for resolving disputes over ownership or contributions.\n",{"question":408,"answer":409},"Is a pre-incorporation agreement legally binding?","Yes, a pre-incorporation agreement is generally enforceable as a contract between the individual founders, provided it meets the standard requirements of offer, acceptance, and consideration. It does not bind the future company until the company is incorporated and ratifies it. IP assignment clauses are enforceable between the founders as individuals from the moment the agreement is signed. Legal requirements vary by jurisdiction — consider having the agreement reviewed by a lawyer in your target incorporation jurisdiction.\n",{"question":411,"answer":412},"What is the difference between a pre-incorporation agreement and a founders agreement?","A pre-incorporation agreement governs the period before a legal entity exists — it covers contributions, IP, and equity allocations in anticipation of incorporation. A founders agreement (or shareholders agreement) governs the relationship between founders after the company is incorporated, with the company itself as a party. The pre-incorporation agreement typically terminates on incorporation and is replaced by the shareholders agreement and corporate bylaws.\n",{"question":414,"answer":415},"Does a pre-incorporation agreement need to be notarized?","In most jurisdictions, notarization is not required for a pre-incorporation agreement to be enforceable. A signed and dated written agreement is sufficient in the US, Canada, the UK, and most EU member states. Some founders choose to have signatures witnessed or use a notary to strengthen enforceability, particularly if significant IP or capital is involved. Consult a lawyer in your jurisdiction if the value at stake is material.\n",{"question":417,"answer":418},"What happens to the pre-incorporation agreement when the company incorporates?","Upon incorporation, the company should formally ratify the pre-incorporation agreement — adopting responsibility for any contracts or obligations entered into on its behalf before formation. The agreement itself typically terminates at that point, and founders should execute a shareholders agreement and organizational documents within 30 days of incorporation. IP assignment provisions should be confirmed through formal IP assignment instruments signed by each founder and countersigned by the company.\n",{"question":420,"answer":421},"What if one founder wants to leave before the company is incorporated?","The dissolution and departure provisions in the agreement govern this situation. A well-drafted agreement specifies that a departing founder forfeits any unvested equity, assigns their IP to the remaining founders or the proposed company, and is released from future obligations while remaining bound by confidentiality and non-solicitation. Without these provisions, the departing founder may retain IP rights and equity expectations that stall the remaining founders' ability to proceed.\n",{"question":423,"answer":424},"Do I need a lawyer to draft a pre-incorporation agreement?","For standard two-founder domestic ventures, a high-quality template is a strong starting point. Legal review is recommended when founders are in different countries, when significant IP or capital is being assigned before incorporation, when one founder is contributing existing patented technology, or when the equity split is unusual or involves complex vesting structures. A 1–2 hour review typically costs $300–$800 and is worthwhile for any venture where IP is the primary asset.\n",{"question":426,"answer":427},"Can a pre-incorporation agreement set equity without vesting?","Yes, but it is strongly inadvisable. Equity without vesting means any founder who departs — even on the first day after signing — retains their full allocation permanently. Most accelerators, investors, and legal advisors require founder vesting as a condition of funding. A 4-year monthly vesting schedule with a 1-year cliff is the market standard and should be included in every pre-incorporation agreement.\n",{"question":429,"answer":430},"What happens to pre-incorporation contracts if the company never incorporates?","If no company is ever incorporated, any contracts signed by a founder purportedly on behalf of the proposed company may create personal liability for that founder. The dissolution clause in the agreement should address how such liabilities are allocated between founders. In most jurisdictions, a person who signs a contract on behalf of a non-existent entity is personally liable unless the counterparty agreed otherwise. Always clarify your authority when entering third-party contracts during the pre-incorporation period.\n",[432,436,440,444],{"industry":433,"icon_asset_id":434,"specifics":435},"Technology / SaaS","industry-saas","IP assignment covers all code, algorithms, and data models built during the pre-incorporation sprint; technical co-founders typically contribute the most IP-rich work before any entity exists.",{"industry":437,"icon_asset_id":438,"specifics":439},"Life Sciences / Biotech","industry-healthtech","University spinout teams must carefully navigate technology transfer office rights alongside founder IP assignment; pre-incorporation agreements must explicitly carve out or include university-licensed IP.",{"industry":441,"icon_asset_id":442,"specifics":443},"Creative and Media","industry-marketing","Content, brand assets, and proprietary formats created before incorporation are particularly vulnerable to ownership disputes; the IP assignment clause must cover copyright in all creative works.",{"industry":445,"icon_asset_id":446,"specifics":447},"Professional Services","industry-professional-services","Partners launching a new firm together use pre-incorporation agreements to define client relationship ownership and non-solicitation terms before the entity is formed.",[449,452,455,458],{"vs":78,"vs_template_id":450,"summary":451},"shareholders-agreement-D148","A shareholders agreement governs the relationship between founders after the company is incorporated, with the company as a formal party. A pre-incorporation agreement covers the period before the entity exists and terminates on incorporation. You need both — the pre-incorporation agreement protects the founders in the formation phase; the shareholders agreement governs them once the company is live.",{"vs":87,"vs_template_id":453,"summary":454},"partnership-agreement-D147","A partnership agreement formally establishes a general or limited partnership as the operating entity. A pre-incorporation agreement does not create a legal entity — it governs individual obligations in anticipation of incorporation. If founders operate as a partnership before incorporating, they may inadvertently create partnership liability; a pre-incorporation agreement should explicitly state it does not form a partnership.",{"vs":104,"vs_template_id":456,"summary":457},"joint-venture-agreement-D154","A joint venture agreement is used when two or more existing entities collaborate on a specific project, usually with a defined scope and timeline. A pre-incorporation agreement is used by individual founders before any entity exists. If two established companies are creating a new spinout together, a joint venture agreement — not a pre-incorporation agreement — is typically the right starting point.",{"vs":459,"vs_template_id":460,"summary":461},"Non-Disclosure Agreement","mutual-nda-D13700","An NDA covers only confidentiality obligations between parties exploring a potential collaboration. A pre-incorporation agreement includes confidentiality as one of many provisions but also covers equity, IP assignment, capital contributions, and dissolution. An NDA is appropriate in the very earliest conversations before founders have committed; once they commit to building together, a pre-incorporation agreement replaces or supplements the NDA.",{"use_template":463,"template_plus_review":467,"custom_drafted":471},{"best_for":464,"cost":465,"time":466},"Two domestic co-founders at idea stage with straightforward equity splits and no pre-existing IP to assign","Free","30–60 minutes",{"best_for":468,"cost":469,"time":470},"Founders in different jurisdictions, ventures involving significant pre-existing IP, or unequal equity splits with complex vesting","$300–$800","2–4 days",{"best_for":472,"cost":473,"time":474},"Multi-founder international teams, university spinouts with technology transfer obligations, or ventures raising capital immediately post-incorporation","$1,500–$4,000+","1–2 weeks",[476,481,486,491],{"code":477,"name":478,"flag_asset_id":479,"note":480},"us","United States","flag-us","Pre-incorporation agreements are enforceable as contracts between individuals in all US states. Persons who sign contracts on behalf of a non-existent corporation may be personally liable under the de facto corporation or corporation by estoppel doctrines, which vary by state. California Labor Code §2870 limits the scope of IP assignment for inventions developed entirely on an employee's own time — founders in California should ensure the IP clause is calibrated accordingly. Delaware is the most common incorporation target; agreements should specify Delaware law if that is the intended jurisdiction.",{"code":482,"name":483,"flag_asset_id":484,"note":485},"ca","Canada","flag-ca","Under Canadian federal and provincial corporate statutes, a company may ratify pre-incorporation contracts within a reasonable time after incorporation, at which point the founder is released from personal liability. Without ratification, the founder who signed remains personally bound. Quebec-based ventures should have the agreement drafted or reviewed in French to comply with the Charter of the French Language for provincially regulated businesses. IP assignment provisions should reference the Copyright Act and Patent Act to be fully effective.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"uk","United Kingdom","flag-uk","Under the Companies Act 2006, a pre-incorporation contract is personally binding on the founder who signed it unless the contract expressly provides otherwise or the company adopts it after incorporation. UK courts will enforce IP assignment clauses between founders as individuals. Post-Brexit, English law and Scottish law have diverged slightly in equity enforcement — specify English and Welsh law or Scots law as the governing law explicitly. Founders should also consider the effect of HMRC's Employment Related Securities rules on equity vesting arrangements.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"eu","European Union","flag-eu","EU member states vary significantly in how they treat pre-incorporation obligations. In Germany and the Netherlands, founders acting on behalf of a pre-incorporation entity are personally liable until the company is registered and adopts the contracts. French law similarly holds signatories personally liable for pre-incorporation acts not subsequently ratified. GDPR applies to any personal data processed during the pre-incorporation period, including customer lists or user data — the agreement should include a data protection obligation. Non-compete and non-solicitation enforceability varies substantially by member state.",[231,497,238,241,498,499,500,249,501,502,235,503],"partnership-agreement-D12551","independent-contractor-agreement-D160","employment-agreement_at-will-employee-D541","non-disclosure-agreement-nda-D12692","business-plan-canvas-(one-page)-D12527","job-offer-letter-long-D12769","general-non-compete-agreement-D882",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":97,"secondary_folder":506,"document_type":507,"industry":508,"business_stage":509,"tags":510,"confidence":515},"incorporation-and-bylaws","agreement","general","startup",[509,511,512,513,514],"incorporation","pre-incorporation","founders-agreement","equity-split",0.95,"\u003Ch2>What is a Pre-Incorporation Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Pre-Incorporation Agreement\u003C/strong> is a legally binding contract between two or more prospective founders that governs their mutual obligations, equity expectations, IP ownership, and decision-making authority during the period before a company is formally incorporated. It functions as the legal foundation for the co-founder relationship at its most vulnerable stage — when significant work is being done, IP is being created, and money is being spent, but no legal entity yet exists to hold any of it. A well-drafted pre-incorporation agreement specifies each founder's equity allocation and vesting schedule, documents capital and IP contributions, establishes spending authority, and provides a clear mechanism for what happens to all of the above if incorporation never takes place.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a pre-incorporation agreement, every hour of work a founder contributes, every line of code they write, and every dollar they spend before incorporation exists in a legal grey zone. IP created before the agreement is signed may remain the personal property of the individual who created it — not the company — meaning a departing co-founder can walk away with the core technology. Equity splits discussed over coffee are unenforceable without a signed document, and a founder who leaves after two months but was promised 40% may have a legal basis to retain that stake indefinitely. In the worst case, courts in some jurisdictions treat an unincorporated co-founding relationship as a general partnership, creating unlimited personal liability for each partner. This template closes those gaps before any founder invests meaningful time or resources, and for a typical two-founder early-stage venture it takes under an hour to complete — a small investment against disputes that routinely cost six figures to litigate.\u003C/p>\n",1781185909260]