FOUNDERS AGREEMENT

[// GUIDANCE: A founders agreement establishes the relationship between co-founders, including equity splits, vesting, roles, and IP assignment. This agreement is typically executed before incorporation or at the time of formation. Key issues include equity allocation, vesting schedules, and what happens when a founder departs.]

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FOUNDERS AGREEMENT

This Founders Agreement (this "Agreement") is entered into as of [DATE] (the "Effective Date"), by and among the individuals listed below (each a "Founder" and collectively the "Founders"):

Founder Name	Address	Email
[FOUNDER 1 NAME]	[ADDRESS]	[EMAIL]
[FOUNDER 2 NAME]	[ADDRESS]	[EMAIL]
[FOUNDER 3 NAME]	[ADDRESS]	[EMAIL]

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RECITALS

A. The Founders intend to form a new business venture (the "Company") to pursue the business opportunity described in Exhibit A (the "Business").

B. The Founders wish to set forth their respective rights and obligations with respect to the formation, operation, and ownership of the Company.

C. The Founders wish to memorialize their agreement regarding equity ownership, vesting, intellectual property, and other matters.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Founders agree as follows:

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ARTICLE 1 - FORMATION OF THE COMPANY

1.1 Entity Formation

The Founders agree to form a Delaware corporation (or such other entity type as the Founders may agree) with the name [COMPANY NAME] (or such other name as may be available and agreed upon).

1.2 Incorporation

☐ [DESIGNATED FOUNDER] is designated to take all actions necessary to form the Company, including:
- (a) Filing a Certificate of Incorporation with the Delaware Secretary of State;
- (b) Adopting initial Bylaws;
- (c) Appointing initial directors and officers;
- (d) Opening corporate bank accounts;
- (e) Obtaining an Employer Identification Number (EIN).

1.3 Initial Capitalization

The Company shall be authorized to issue:
- (a) [NUMBER] shares of Common Stock, par value $0.0001 per share; and
- (b) [NUMBER] shares of Preferred Stock, par value $0.0001 per share (authorized but unissued).

1.4 Costs of Formation

The costs of forming the Company shall be:
☐ Paid equally by all Founders
☐ Paid by the Company upon formation
☐ Paid by [DESIGNATED FOUNDER], to be reimbursed by the Company

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ARTICLE 2 - EQUITY ALLOCATION

2.1 Initial Equity Split

[// GUIDANCE: Equity allocation is one of the most important decisions. Consider each founder's contribution (idea, capital, time, expertise), relative commitment, and opportunity cost. The following allocation is subject to vesting.]

The Founders shall receive shares of the Company's Common Stock allocated as follows:

Founder	Number of Shares	Percentage	Consideration
[FOUNDER 1]	[SHARES]	[XX]%	Services and IP
[FOUNDER 2]	[SHARES]	[XX]%	Services and IP
[FOUNDER 3]	[SHARES]	[XX]%	Services and IP
Total Founder Shares	[TOTAL]	100%

2.2 Option Pool Reserve

The Founders agree that the Company shall reserve [10-20]% of the fully-diluted capitalization for an equity incentive plan for future employees, advisors, and consultants.

2.3 Cash Contributions

[// GUIDANCE: If any Founder is contributing cash in addition to services, specify the amounts and terms.]

☐ No Cash Contributions: All equity is issued in exchange for services and intellectual property.

☐ Cash Contributions:
| Founder | Cash Contribution | Additional Shares |
|---------|-------------------|-------------------|
| [FOUNDER] | $[AMOUNT] | [SHARES] |

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ARTICLE 3 - VESTING

[// GUIDANCE: Vesting protects the company and remaining founders if a founder departs early. A 4-year vesting schedule with a 1-year cliff is standard. Consider adding acceleration provisions for change of control.]

3.1 Vesting Schedule

All Founder shares shall be subject to vesting as follows:

Standard 4-Year Vesting with 1-Year Cliff:
- (a) Cliff: No shares shall vest until the first anniversary of the Effective Date (the "Cliff Date"), at which time 25% of the shares shall vest;
- (b) Monthly Vesting: After the Cliff Date, an additional 1/48th of the total shares shall vest on each monthly anniversary, so that all shares are fully vested on the fourth anniversary of the Effective Date.

3.2 Vesting Commencement Date

The vesting commencement date for each Founder shall be:
| Founder | Vesting Commencement Date |
|---------|---------------------------|
| [FOUNDER 1] | [DATE] |
| [FOUNDER 2] | [DATE] |
| [FOUNDER 3] | [DATE] |

3.3 Service Requirement

Vesting shall be contingent upon the Founder's continued service to the Company as an employee, consultant, or director.

3.4 Acceleration upon Change of Control

[// GUIDANCE: Single-trigger acceleration vests shares upon a sale. Double-trigger requires both a sale AND termination. Double-trigger is more investor-friendly.]

☐ No Acceleration: Vesting continues through any Change of Control.

☐ Single-Trigger Acceleration: Upon a Change of Control, [50-100]% of each Founder's unvested shares shall immediately vest.

☐ Double-Trigger Acceleration: Upon a Change of Control followed by the involuntary termination of a Founder (other than for Cause) or resignation for Good Reason within [12-24] months of the Change of Control, [50-100]% of such Founder's unvested shares shall immediately vest.

3.5 Repurchase Right

(a) Unvested Shares: If a Founder ceases to provide services to the Company for any reason, the Company (or its designee) shall have the right to repurchase all unvested shares at the lower of:
- (i) The original purchase price (typically $0.0001 per share); or
- (ii) Fair market value.

(b) Vested Shares (Termination for Cause): If a Founder is terminated for Cause, the Company shall have the right to repurchase vested shares at fair market value.

(c) Exercise Period: The repurchase right must be exercised within [90] days after the Founder's termination.

3.6 Section 83(b) Election

[// GUIDANCE: An 83(b) election allows founders to pay tax on the value of shares at the time of grant rather than at vesting. This is typically advantageous for founders.]

Each Founder acknowledges that they have been advised to consult with a tax advisor regarding the advisability of filing an election under Section 83(b) of the Internal Revenue Code with respect to the unvested shares. Each Founder shall be responsible for filing any such election within 30 days of the date of issuance of shares.

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ARTICLE 4 - ROLES AND RESPONSIBILITIES

4.1 Initial Officers and Directors

The initial officers and directors of the Company shall be:

Position	Founder
Chief Executive Officer (CEO)	[FOUNDER NAME]
President	[FOUNDER NAME]
Chief Technology Officer (CTO)	[FOUNDER NAME]
Chief Financial Officer (CFO)	[FOUNDER NAME]
Secretary	[FOUNDER NAME]
Board Director	[FOUNDER NAME]
Board Director	[FOUNDER NAME]
Board Director	[FOUNDER NAME]

4.2 Time Commitment

Each Founder agrees to devote:

☐ Full-Time: 100% of their professional time and attention to the Company's business

☐ Part-Time (until [MILESTONE/DATE]): At least [XX] hours per week, transitioning to full-time upon [CONDITION]

4.3 Outside Activities

(a) Each Founder shall not engage in any other business activity that competes with or interferes with their duties to the Company without the prior written consent of the other Founders.

(b) Each Founder shall disclose to the other Founders any:
- (i) Directorships or officer positions at other companies;
- (ii) Consulting or advisory relationships;
- (iii) Investments in competing businesses.

4.4 Compensation

(a) Initial Compensation: The Founders acknowledge that initial compensation may be below market rate or deferred until the Company secures funding.

(b) Deferred Compensation: The Company may accrue compensation owed to Founders, to be paid upon the Company's receipt of [THRESHOLD] in funding.

(c) Future Compensation: Compensation shall be determined by the Board (or Compensation Committee) in accordance with market rates and the Company's financial position.

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ARTICLE 5 - INTELLECTUAL PROPERTY

5.1 Assignment of Prior IP

Each Founder hereby assigns to the Company all right, title, and interest in any intellectual property related to the Business that was created, conceived, or reduced to practice by such Founder prior to the Effective Date, as listed on Exhibit B (the "Prior IP").

5.2 Assignment of Future IP

Each Founder agrees that all inventions, discoveries, works of authorship, improvements, and other intellectual property created, conceived, or reduced to practice by such Founder during the term of their service to the Company, whether alone or jointly, and whether during business hours or not, shall be the sole and exclusive property of the Company.

5.3 Proprietary Information Agreement

Each Founder shall execute the Company's standard Proprietary Information and Inventions Assignment Agreement (PIIA) upon formation of the Company.

5.4 Further Assurances

Each Founder agrees to execute any documents and take any actions necessary to perfect the Company's ownership of intellectual property, including signing patent applications, copyright registrations, and other filings.

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ARTICLE 6 - CONFIDENTIALITY AND NON-COMPETITION

6.1 Confidentiality

Each Founder agrees to maintain the confidentiality of all proprietary information of the Company and not to disclose such information to any third party without the prior written consent of the other Founders (or the Board, upon formation).

6.2 Non-Competition

[// GUIDANCE: Non-competition provisions must be reasonable in scope, duration, and geography to be enforceable. Some states (e.g., California) heavily restrict or prohibit non-competes for employees.]

During the term of the Founder's service to the Company and for a period of [1-2] years thereafter, each Founder shall not, directly or indirectly:

(a) Engage in any business that competes with the Company;

(b) Solicit or hire any employee, consultant, or contractor of the Company;

(c) Solicit any customer, supplier, or business partner of the Company.

California Notice: If the Company is headquartered in California or the Founder is primarily employed in California, the non-competition provisions of this Section 6.2(a) may not be enforceable under California Business and Professions Code Section 16600.

6.3 Non-Solicitation

During the term of the Founder's service to the Company and for a period of [1-2] years thereafter, each Founder shall not solicit or attempt to solicit any employee, consultant, or contractor to leave their engagement with the Company.

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ARTICLE 7 - DECISION-MAKING

7.1 Major Decisions

The following decisions shall require the unanimous consent of all Founders (or, after formation, the Board):

(a) Issuance of equity (other than pursuant to an approved equity incentive plan);
(b) Incurrence of debt exceeding $[THRESHOLD];
(c) Acquisition or disposition of assets exceeding $[THRESHOLD];
(d) Entry into material contracts;
(e) Hiring of key employees;
(f) Amendment of the Certificate of Incorporation or Bylaws;
(g) Sale, merger, or dissolution of the Company;
(h) Changes to the Business.

7.2 Deadlock Resolution

If the Founders are unable to reach a unanimous decision on a Major Decision after good faith discussions, the dispute shall be resolved by:

☐ Mediation: The Founders shall engage a mutually agreed mediator.

☐ Designated Founder: [FOUNDER NAME] shall have the tie-breaking vote.

☐ Outside Advisor: The Founders shall consult with [ADVISOR NAME] whose recommendation shall be binding.

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ARTICLE 8 - DEPARTURE OF A FOUNDER

8.1 Voluntary Departure

If a Founder voluntarily resigns from the Company:
- (a) All unvested shares shall be subject to the Company's repurchase right under Section 3.5;
- (b) The departing Founder shall continue to be bound by the confidentiality and non-competition provisions;
- (c) The departing Founder shall resign from all officer and director positions.

8.2 Termination for Cause

"Cause" means:
- (a) Conviction of a felony or crime involving moral turpitude;
- (b) Willful misconduct or gross negligence in performance of duties;
- (c) Material breach of this Agreement or any agreement with the Company;
- (d) Fraud, embezzlement, or misappropriation of Company assets;
- (e) Failure to perform duties after written notice and opportunity to cure.

If a Founder is terminated for Cause:
- (a) All unvested shares shall be subject to the Company's repurchase right;
- (b) The Company may repurchase vested shares at fair market value.

8.3 Termination without Cause / Good Reason Resignation

If a Founder is terminated without Cause or resigns for Good Reason:
- (a) Unvested shares subject to repurchase right at original purchase price;
- (b) Acceleration provisions (if any) shall apply.

8.4 Death or Disability

In the event of a Founder's death or permanent disability:
- (a) Vesting shall cease as of the date of death or disability;
- (b) The Company shall have the right to repurchase unvested shares;
- (c) The Founder's heirs or estate shall retain all vested shares, subject to the terms of any applicable shareholder agreements.

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ARTICLE 9 - GENERAL PROVISIONS

9.1 Entire Agreement

This Agreement constitutes the entire agreement among the Founders with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements.

9.2 Amendments

This Agreement may be amended only by a written instrument signed by all Founders.

9.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.

9.4 Dispute Resolution

☐ Litigation: Any dispute shall be resolved in the courts of the State of Delaware.

☐ Arbitration: Any dispute shall be resolved by binding arbitration administered by [AAA/JAMS] in [CITY, STATE].

9.5 Waiver of Jury Trial

EACH FOUNDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

9.6 Notices

All notices shall be in writing and delivered personally, by email, by overnight courier, or by registered mail to the addresses set forth above.

9.7 Counterparts

This Agreement may be executed in counterparts. Electronic signatures shall be deemed original signatures.

9.8 Severability

If any provision is held invalid, the remaining provisions shall remain in full force and effect.

9.9 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the Founders and their respective heirs, executors, administrators, and permitted assigns.

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EXECUTION

IN WITNESS WHEREOF, the Founders have executed this Founders Agreement as of the Effective Date.

FOUNDER 1:

_________________________________

Name: [FOUNDER 1 NAME]

Date: _________________________________

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FOUNDER 2:

_________________________________

Name: [FOUNDER 2 NAME]

Date: _________________________________

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FOUNDER 3:

_________________________________

Name: [FOUNDER 3 NAME]

Date: _________________________________

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EXHIBIT A - BUSINESS DESCRIPTION

Business Name: [COMPANY NAME]

Business Description:
[Describe the business opportunity, products/services, target market, and business model]

Initial Business Plan:
[Attach or summarize the initial business plan]

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EXHIBIT B - PRIOR INTELLECTUAL PROPERTY

List all intellectual property related to the Business that was created by any Founder prior to the Effective Date and is being assigned to the Company:

Founder	Description of IP	Date Created	Status
[FOUNDER]	[DESCRIPTION]	[DATE]	[Assigned/Licensed]

☐ Check here if no Prior IP exists.

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EXHIBIT C - FORM OF 83(b) ELECTION

[// GUIDANCE: Attach the IRS Section 83(b) election form. Each Founder should consult with a tax advisor before filing.]

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This Founders Agreement establishes the rights and obligations of the co-founders of a startup company. This document should be reviewed by qualified legal counsel before execution.