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Co Founder Contract Template for Switzerland

A Swiss Co-Founder Contract is a legally binding agreement that establishes the relationship, rights, and obligations between the founding members of a company under Swiss law. This comprehensive document covers crucial aspects including equity distribution, roles and responsibilities, intellectual property rights, decision-making processes, and exit provisions. Governed by Swiss law, particularly the Swiss Code of Obligations, it provides a robust framework for company formation and founder relationships while ensuring compliance with Swiss corporate and commercial regulations. The agreement typically includes detailed provisions for capital contributions, vesting schedules, non-compete clauses, and dispute resolution mechanisms specific to the Swiss legal context.

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What is a Co Founder Contract?

The Co-Founder Contract is a fundamental document used when establishing a new business venture in Switzerland, typically drafted at the company's inception or during its early stages. This agreement is essential for defining the relationship between founding members and establishing clear parameters for business operations under Swiss law. The document addresses critical aspects such as equity distribution, capital contributions, roles and responsibilities, decision-making processes, and intellectual property rights. It also includes provisions for potential future scenarios such as exit strategies, dispute resolution, and additional funding rounds. The Co-Founder Contract serves as a cornerstone document that helps prevent future disagreements and provides a clear framework for the company's governance, particularly important given Switzerland's sophisticated business and legal environment. This agreement should be customized to reflect specific business circumstances while ensuring compliance with Swiss corporate law and the Swiss Code of Obligations.

What sections should be included in a Co Founder Contract?

1. Parties: Identification and details of all co-founders and the company (if already incorporated)

2. Background: Context of the agreement, including the business concept and purpose of the collaboration

3. Definitions: Key terms used throughout the agreement

4. Company Formation: Details about the company structure, incorporation process, and initial capital contribution

5. Roles and Responsibilities: Specific duties and responsibilities of each co-founder

6. Capital Contributions: Financial and non-financial contributions of each co-founder

7. Equity Distribution: Initial shareholding structure and any vesting arrangements

8. Management and Decision Making: Governance structure, voting rights, and decision-making processes

9. Intellectual Property Rights: Assignment and protection of IP created before and during the business

10. Confidentiality: Protection of confidential information and trade secrets

11. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee/client solicitation

12. Exit Provisions: Procedures for founder departure, including voluntary and involuntary exits

13. Transfer of Shares: Rules regarding the transfer of shares, including right of first refusal

14. Termination: Circumstances and procedures for agreement termination

15. Dispute Resolution: Procedures for resolving conflicts between co-founders

16. Governing Law: Specification of Swiss law as governing law and jurisdiction

What sections are optional to include in a Co Founder Contract?

1. Salary and Compensation: Terms of founder compensation when acting as employees - include when founders will draw salaries

2. External Investment: Procedures for accepting external investment and dilution - include if seeking external funding

3. Board Composition: Structure and operation of the board - include for larger startups with formal board

4. Deadlock Resolution: Specific procedures for resolving deadlock situations - important for 50/50 partnerships

5. Family Rights: Rights of family members regarding share inheritance - include if relevant to founders

6. International Operations: Provisions for international business activities - include if planning global operations

7. Founder Insurance: Requirements for key person insurance - include for high-risk ventures

8. Social Media and Public Relations: Guidelines for public communications - include for public-facing startups

What schedules should be included in a Co Founder Contract?

1. Business Plan: Detailed business plan and strategy

2. Initial Shareholding Structure: Detailed breakdown of share allocation and classes

3. Vesting Schedule: Detailed terms of share vesting arrangements

4. Intellectual Property Register: List of existing IP brought into the business by each founder

5. Founder R茅sum茅s: Professional backgrounds and qualifications of each founder

6. Initial Capital Contributions: Detailed list of all initial contributions (cash and in-kind)

7. Key Performance Indicators: Metrics for evaluating founder performance

8. Company Valuation: Initial company valuation methodology and results

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Switzerland

Document Type

Founders Agreement

Cost

Free to use

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