The Co-Founder Exit Agreement is a crucial legal document used when a founding member decides to leave or is required to leave a company in Germany. This agreement is essential for protecting both the departing co-founder's interests and the company's future stability. It typically becomes necessary due to various circumstances such as strategic disagreements, personal reasons, or business restructuring. The document must comply with German corporate law, particularly the GmbH-Gesetz if the company is a limited liability company, which is the most common form for startups and small-to-medium enterprises in Germany. The agreement covers critical aspects including share valuation and transfer, intellectual property rights, confidentiality obligations, non-compete provisions, and financial settlements. It also addresses specific German legal requirements such as notarization of share transfers and tax implications.
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1. Parties: Identification of all contracting parties including the departing co-founder, remaining co-founders, and the company
2. Background: Context of the co-founder's involvement, current shareholding structure, and reasons for exit
3. Definitions: Definition of key terms used throughout the agreement
4. Share Transfer Terms: Detailed terms of the share transfer, including pricing, payment terms, and transfer mechanics (including notarization requirements)
5. Settlement and Release: Financial settlement terms and mutual release of claims
6. Confidentiality Obligations: Ongoing confidentiality obligations of the departing co-founder
7. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/customers
8. Company Property Return: Requirements for return of company property and information
9. Intellectual Property Rights: Assignment and confirmation of IP rights to the company
10. Tax Matters: Allocation of tax liabilities and responsibilities
11. Representations and Warranties: Standard representations from both parties
12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Employment Termination: Required if the co-founder was also an employee, addressing employment relationship termination
2. Transitional Services: Include if the departing co-founder will provide transition support
3. Earn-Out Provisions: Include if part of the exit payment is contingent on future performance
4. Board Resignation: Required if the co-founder held board positions
5. Outstanding Loans: Include if there are any shareholder loans to be addressed
6. Future Cooperation: Include if specific terms for future cooperation or consultation are needed
7. Public Announcements: Include if the parties need to agree on communication strategy regarding the exit
1. Share Transfer Documentation: Formal share transfer forms and notarial requirements
2. Payment Schedule: Detailed schedule of exit payments and timing
3. Company Property Inventory: List of company property to be returned
4. IP Rights Schedule: Detailed list of IP rights being transferred or confirmed
5. Confidential Information Definition: Detailed description of what constitutes confidential information
6. Release Details: Specific claims being released by each party
7. Tax Calculations: Details of tax implications and calculations
8. Outstanding Obligations: List of any ongoing obligations or commitments
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