This co-founder agreement template has 10 pages and is a MS Word file type listed under our business plan kit documents.
Sample of our co-founder agreement template:
CO-FOUNDER AGREEMENT This Co-Founder Agreement (the "Agreement") is effective [DATE], BETWEEN: [COMPANY NAME], (the "Company" or "Corporation"), an individual with their main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [CO-FOUNDER NAME], (the "Co-founder"), an individual with their main address located at: [COMPLETE ADDRESS] Collectively, the Company or Corporation and Co-founder shall be referred to as the "Parties." WHEREAS the Company is engaged in the business of [SPECIFY THE BUSINESS]; WHEREAS the Company wishes to add the Co-founder as an additional founder of the Company (the "Co-founder" or "Additional Founder"). NOW THEREFORE in consideration of the covenants contained herein, and in connection with such collaboration of the business concept and technology, and in consideration for a mutually agreeable framework which shall serve as the foundation for the Founders to successfully develop the Business Concept and Technology, the undersigned hereby agree as follows: CAPITAL CONTRIBUTIONS AND EXPENSES Capital Contribution. The Co-founder hereby commits to contribute up to [SPECIFY AMOUNT] toward Company expenses when called on by the Company, as non-refundable capital contributions. Additional Capital Contribution. The Co-founder may make additional capital contributions in the form of cash and prepaid expenses from time to time to fund the Company's ongoing capital and operating needs. ROLES AND RESPONSIBILITIES Co-Founder's Contribution. The Co-founder shall, using best efforts, contribute to the development of the Product or Service pursuant to the Founder's "Role and Responsibility" description as set out at Schedule 2 attached hereto. OWNERSHIP Intellectual Property. The Co-Founder shall grant and assign to the Company immediately, incorporation of all of his or her rights, title, and interest in the Product or Service (including all rights, title and interest in the intellectual property and all applications thereto), including waiving all moral rights, and assigning all patents, designs, industrial designs, trade-marks, copyrights, trade secrets, ideas (however formed or unformed) and labor and/or work products that result from any task or work performed by the Co-Founder that relates to the Product or Service for the full term of such rights (the "Transfer"). Ownership of the Company: The Co-Founder will have an equal ownership interest in the Company. The Co-Founder's ownership interests need not be represented by a certificate or any other evidence beyond that contained in this Agreement. If a Founder requests, the Company will issue a certificate evidencing the Founder's interest. The certificate must contain a legend noting that the ownership interest is subject to legal and contractual restrictions on transfer. Transfer to Company. The Co-Founder acknowledges and agrees that any discovery, invention, secret process or improvement in procedure made or discovered by the Co-Founder in connection with or in any way affecting or relating to the Product or Service or capable of being used or adapted for use in the Product or Service shall immediately be disclosed to the Company and shall belong to and be the absolute property of the Company. EQUITY DISTRIBUTION & VESTING Equity Distribution. Subject to this Section 4, the Shares of the Corporation shall be issued to the Co-Founder according to the distribution chart below (the "Founder Equity"): Name Equity Distribution (%) [ADDITIONAL FOUNDER NAME] [EQUITY PERCENTAGE] Ordinary Distribution. The Company may (but is not required to) make ordinary distributions to the Co-Founder out of cash received by the Company (excluding new capital contributions or loans), less all accounts payable and reserves against anticipated expenses from time to time, as determined by a majority of Founders. All distributions must be made in the following order: First, in equal proportion to all Founders who have contributed cash that has not been repaid, until each Founder has been paid out to the extent of such contributions in full; Second, to all Founders in equal proportion. Vesting. The Equity shall be issued pursuant to point 4.1 and shall vest to the Co-founder over [SPECIFY NUMBER OF YEARS FOR VESTING], and the Co-founder shall enter into a customary stock restriction agreement on the Incorporation Date outlining such vesting. Issuance of Shares. The Shares issued to the Co-founder shall come from the same series and class of Shares, such that there are no differences in the rights (including but not limited to voting and distribution rights) accorded to the Shares issued to the Co-founder. RESTRICTIONS The Co-founder may not transfer, pledge or otherwise encumber any Shares or any ownership or entitlement to ownership of the Corporation or of the Product or Service described herein without the unanimous written consent of the Founders. OPPORTUNITIES AND DUTIES TO THE COMPANY The Co-founder must refer to the Company, in writing, all opportunities to participate in a business or activity that is directly competitive with the Project within [GEOGRAPHIC REGION], whether as an employee, consultant, officer, director, advisor, investor, or partner. The Company will have [NUMBER OF DAYS] days to decide whether to pursue any referred opportunity, and to notify the referring Co-founder of its decision in writing. If the Company elects not to pursue the opportunity, or if it does not notify the referring Co-founder of its intent in writing within the [NUMBER OF DAYS] days period, then the referring Founder will be free to pursue the opportunity independently. If the Company elects to pursue the opportunity, but later abandons it, then the referring Founder will be free to pursue the opportunity independently at such time. CONFIDENTIALITY AND NON-COMPETE Confidentiality. The Co-founder agrees to keep all non-public information with respect to Project intellectual property (IP) confidential and not to disclose it to any other party, except (i) to attorneys and advisors who need to know in connection with performing their duties, (ii) to potential business development partners and/or investors approved by the Company in writing, and who are bound by a confidentiality agreement in writing, and (iii) in response to an inquiry from a legal or regulatory authority. The Co-founder agrees to keep the Product or Service confidential; disclosure of the Product or Service will occur only on an as-needed basis and only upon consent of all Founders
