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Co Founder Vesting Agreement
"I need a Co-Founder Vesting Agreement for my Austrian tech startup with three co-founders, implementing a 4-year vesting schedule with a 1-year cliff, where one founder will be working part-time while maintaining another job."
1. Parties: Identification of the co-founders and the company, including their full legal names and addresses
2. Background: Context of the agreement, including company formation details and the co-founders' roles
3. Definitions: Key terms used throughout the agreement, including 'Vesting Period', 'Cliff', 'Good Leaver', 'Bad Leaver', etc.
4. Share Allocation: Initial distribution of shares among co-founders and share classes
5. Vesting Provisions: Detailed vesting schedule, including cliff period, vesting milestones, and acceleration events
6. Transfer Restrictions: Limitations on share transfers and right of first refusal provisions
7. Leaver Provisions: Consequences of a co-founder leaving the company, including good/bad leaver definitions and share pricing
8. Representations and Warranties: Confirmations and guarantees made by each party
9. Confidentiality: Obligations regarding company and personal information
10. Non-Competition and Non-Solicitation: Restrictions on competitive activities and hiring company employees
11. Termination: Circumstances under which the agreement can be terminated
12. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction for disputes
1. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in the sale of the company
2. Tag-Along Rights: Include when minority shareholders need the right to join in the sale of shares by majority shareholders
3. Intellectual Property Assignment: Include when specific IP rights need to be assigned to the company
4. Board Representation: Include when co-founders need guaranteed board seats or observation rights
5. Reverse Vesting: Include when founders have already received shares that need to be subject to reverse vesting
6. Additional Investment Obligations: Include when co-founders have agreed to make additional capital contributions
7. Founder Commitments: Include when specific time commitments or responsibilities need to be documented
1. Schedule 1 - Share Vesting Schedule: Detailed breakdown of vesting dates, percentages, and milestones
2. Schedule 2 - Share Valuation Methodology: Formula and process for valuing shares in case of transfer or leaver events
3. Schedule 3 - Company Cap Table: Current and post-vesting shareholding structure
4. Schedule 4 - Founder Roles and Responsibilities: Detailed description of each founder's role and commitments
5. Schedule 5 - Key Performance Indicators: Specific metrics or targets tied to vesting conditions, if applicable
6. Appendix A - Share Transfer Notice: Template for notifying other shareholders of intended share transfers
7. Appendix B - Deed of Adherence: Template for new shareholders to become bound by the agreement
Authors
Technology
Software Development
E-commerce
Fintech
Biotech
Digital Media
Consumer Internet
Healthcare Technology
Clean Technology
Professional Services
Consulting
Manufacturing
Retail Innovation
Education Technology
Artificial Intelligence
Legal
Corporate Development
Executive Leadership
Board of Directors
Corporate Governance
Human Resources
Finance
Operations
Strategy
Investment
CEO
CTO
CFO
COO
Chief Legal Officer
Company Secretary
Startup Founder
Managing Director
Board Member
General Counsel
Legal Counsel
Corporate Lawyer
Investment Manager
Venture Capital Associate
Business Development Director
Head of Operations
Chief Strategy Officer
Innovation Director
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