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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."
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
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
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
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
Legal
Executive Leadership
Corporate Development
Finance
Operations
Business Development
Strategy
Compliance
Risk Management
Corporate Governance
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
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