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Pre Incorporation Founders Agreement Template for Canada

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Key Requirements PROMPT example:

Pre Incorporation Founders Agreement

"Need a Pre-Incorporation Founders Agreement for a SaaS startup with three technical co-founders, focusing heavily on IP protection and including a 4-year vesting schedule starting March 2025, with specific provisions for AI-related intellectual property and algorithm ownership."

Document background
The Pre-Incorporation Founders Agreement is a critical document used when two or more individuals plan to establish a business venture in Canada but haven't yet proceeded with formal incorporation. It serves as a binding contract that governs the relationship between founders during the pre-incorporation phase, protecting all parties' interests and clearly defining their rights and obligations. This agreement typically becomes necessary when founders are ready to commit to a business venture but need time to finalize business plans, secure funding, or complete other preliminary steps before incorporation. The document addresses crucial aspects such as ownership allocation, intellectual property rights, confidentiality obligations, and decision-making protocols, while ensuring compliance with Canadian federal and provincial regulations. It provides a solid foundation for the future company and helps prevent potential disputes by clearly documenting all founders' understanding and commitments before significant resources are invested.
Suggested Sections

1. Parties: Identification and contact details of all founding members entering into the agreement

2. Background: Context of the business venture, general intent of the parties, and purpose of the agreement

3. Definitions: Key terms used throughout the agreement and their specific meanings

4. Business of the Proposed Corporation: Detailed description of the intended business activities and objectives

5. Contributions: Details of initial contributions (cash, assets, intellectual property, or services) from each founder

6. Ownership Structure: Proposed share distribution and classes of shares among founders

7. Roles and Responsibilities: Specific duties, commitments, and expectations of each founder

8. Decision Making: Process for making key business decisions pre-incorporation

9. Incorporation Process: Timeline, responsibilities, and steps for formal incorporation

10. Confidentiality: Protection of confidential information and trade secrets

11. Intellectual Property: Ownership and transfer of IP developed pre-incorporation

12. Non-Competition: Restrictions on competing activities during and after involvement

13. Termination: Circumstances and process for terminating the agreement

14. Dispute Resolution: Process for resolving conflicts between founders

15. General Provisions: Standard legal clauses including governing law, amendments, and notices

Optional Sections

1. Vesting Provisions: Schedule of share vesting for founders who need to earn their equity over time

2. Employment Terms: Terms of employment for founders who will work in the business

3. External Funding: Process for seeking and accepting investment pre-incorporation

4. Share Transfer Restrictions: Additional restrictions on transfer of future shares

5. Death and Incapacity: Procedures in case of founder death or incapacity

6. Family Law Compliance: Provisions addressing matrimonial property rights

7. Advisory Board: Structure and role of any advisory board pre-incorporation

8. Founder Departure: Detailed processes for voluntary or involuntary founder departure

Suggested Schedules

1. Schedule A - Business Plan: Detailed business plan including market analysis and financial projections

2. Schedule B - Initial Contributions: Itemized list of each founder's contributions with valuations

3. Schedule C - Ownership Structure: Detailed breakdown of proposed share structure and distribution

4. Schedule D - Intellectual Property: List and description of all intellectual property being contributed

5. Schedule E - Roles and Responsibilities: Detailed description of each founder's roles and commitments

6. Schedule F - Milestones: Key business and incorporation milestones with timelines

7. Appendix 1 - Consent of Spouse: Spousal consent forms regarding share ownership (if applicable)

8. Appendix 2 - Contact Information: Detailed contact information and addresses for notices

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses




































Relevant Industries

Technology and Software

E-commerce

Professional Services

Manufacturing

Healthcare

Financial Services

Real Estate

Retail

Media and Entertainment

Food and Beverage

Education

Biotechnology

Clean Energy

Consulting

Transportation and Logistics

Relevant Teams

Legal

Executive Leadership

Corporate Development

Finance

Operations

Business Development

Strategy

Compliance

Risk Management

Corporate Governance

Relevant Roles

Founder

Co-Founder

Chief Executive Officer

Chief Technology Officer

Chief Financial Officer

Chief Operating Officer

Chief Marketing Officer

Chief Product Officer

Startup Attorney

Corporate Lawyer

Business Development Director

Venture Capitalist

Angel Investor

Startup Consultant

Business Advisor

Entrepreneurship Mentor

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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