Founders agreement template (US)

Founders' Agreement

This Founders' Agreement is made on Effective Date among the founders listed below (each a "Founder") of Company Name, a Entity Type, such as Delaware Corporation or LLC (the "Company").

1. Business

The Company will Business Description. The Founders will form the Company, if not yet formed, by Formation Date, in the State of State of Formation.

2. Ownership

| Founder | Role | Ownership | Contribution |

| --- | --- | --- | --- |

| First Founder Name | First Founder Role | First Founder Percent% | First Founder Contribution |

| Second Founder Name | Second Founder Role | Second Founder Percent% | Second Founder Contribution |

| Third Founder Name | Third Founder Role | Third Founder Percent% | Third Founder Contribution |

Ownership will be issued as Shares of Common Stock or Membership Units under a written stock purchase or unit agreement, at Price per Share or Unit.

3. Vesting

Each Founder's equity vests over Vesting Months months, with a Cliff Months-month cliff, starting Vesting Start Date. If a Founder leaves before full vesting, the Company may buy back unvested equity at the lower of its original price or fair market value. Acceleration Terms, if Any. Each Founder receiving restricted stock should consider filing an 83(b) election with the IRS within 30 days of issuance, and should consult a tax adviser.

4. Roles and Time

Each Founder will devote Time Commitment, such as Full Time to the Company and perform the role listed above. Major decisions, such as raising money, issuing equity, taking on debt over $Debt Threshold, selling the Company or adding a founder, require approval of Approval Threshold, such as Founders Holding at Least ___% of Equity.

5. Intellectual Property

Each Founder assigns to the Company all rights in inventions, code, designs, names and other work related to the Company's business, created before or during the Founder's work for the Company, except: Excluded Prior Inventions. Each Founder will sign the Company's standard confidential information and invention assignment agreement. This does not apply to inventions that state law protects from assignment.

6. Confidentiality

Each Founder will keep the Company's non-public information confidential during and after involvement with the Company.

7. Departure of a Founder

If a Founder leaves, the Founder will return Company property and hand over work. Vested equity stays with the Founder, subject to the Company's right of first refusal on any transfer. A Founder removed for cause, defined as Cause Definition, Cause Repurchase Terms.

8. Non-Solicitation

For Non-Solicit Months months after leaving, a departing Founder will not solicit the Company's employees to leave, where the law allows. Any non-compete is subject to the law of the state where the Founder lives and works, and may not be enforceable there.

9. Disputes

The Founders will try in good faith to resolve disputes through discussion, then mediation in Mediation Location, before going to court.

10. Later Documents

This Agreement will be replaced by the Company's formation and equity documents, such as the bylaws, operating agreement and stock purchase agreements, which the Founders will sign consistent with it.

General Terms

Governing law. This Agreement is governed by the laws of the State of Governing State, without regard to its conflict of laws rules. Any lawsuit will be brought in the state or federal courts located in Venue County and State.

Entire agreement. This Agreement is the parties' complete agreement on its subject and replaces all earlier discussions. It may be changed only in a writing signed by both parties.

Severability. If a court finds any part of this Agreement unenforceable, that part will be enforced to the extent the law allows, and the rest stays in effect.

Notices. Notices must be in writing and sent to the addresses the parties give each other in writing, by personal delivery, certified mail or a nationally recognized courier.

Counterparts and e-signatures. This Agreement may be signed in counterparts and by electronic signature, which has the same effect as an original.

| Founder | Founder | Founder |

| --- | --- | --- |

| Signature: First Founder Signature | Signature: Second Founder Signature | Signature: Third Founder Signature |

| Name: First Founder Name | Name: Second Founder Name | Name: Third Founder Name |

| Date: First Founder Signing Date | Date: Second Founder Signing Date | Date: Third Founder Signing Date |