The Co-Founder Exit Agreement is a critical document used when a founding member decides to leave or is required to leave a company in Hong Kong. It serves as a comprehensive framework for managing the separation process, addressing everything from share valuations and transfers to ongoing obligations and restrictions. This document is particularly important in Hong Kong's dynamic business environment, where company restructuring and founder exits are common, especially in the startup ecosystem. The agreement must comply with Hong Kong's Companies Ordinance and related regulations while providing clear mechanisms for share transfers, leadership transition, and protection of company interests. It typically includes detailed provisions for confidentiality, non-competition, and intellectual property rights, reflecting Hong Kong's sophisticated commercial law framework.
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1. Parties: Identifies the company, exiting co-founder, and remaining co-founders/shareholders
2. Background: Sets out the context of the co-founder's involvement, current shareholding, and reason for exit
3. Definitions: Defines key terms used throughout the agreement
4. Share Transfer Terms: Details the transfer of shares, including pricing, payment terms, and mechanics
5. Resignation and Release: Covers resignation from all positions (director, officer, employee) and mutual releases
6. Confidentiality Obligations: Ongoing obligations regarding company confidential information
7. Non-Compete and Non-Solicitation: Restrictions on future competitive activities and solicitation of employees/clients
8. Intellectual Property Rights: Assignment and handling of IP rights post-exit
9. Representations and Warranties: Standard warranties about share ownership, authority to enter agreement, etc.
10. Tax Matters: Handling of tax liabilities and obligations
11. Announcement and Communications: Agreement on how the exit will be communicated internally and externally
12. General Provisions: Standard boilerplate clauses including governing law, notices, entire agreement, etc.
1. Transition Services: Used when the exiting co-founder needs to provide handover or consulting services
2. Earnout Provisions: Include when part of the exit payment is contingent on future performance
3. Ongoing Projects: Needed when there are specific projects requiring attention post-exit
4. Board Observer Rights: Include if the exiting co-founder retains any shares and observation rights
5. Future Funding Rounds: Required if the exiting co-founder retains shares with specific rights in future rounds
6. Personal Guarantees: Include when dealing with release from personal guarantees given to banks/creditors
7. Employee Stock Options: Needed when addressing unvested options or special stock arrangements
1. Share Transfer Details: Detailed breakdown of shares being transferred and valuation methodology
2. Payment Schedule: If payment is in installments, details timing and amounts
3. Company IP Register: List of IP rights and specific arrangements for each
4. Ongoing Projects Schedule: Details of projects requiring transition or ongoing involvement
5. Released Claims: Specific list of claims being released by both parties
6. Company Positions: List of all positions held and to be resigned from
7. Handover Checklist: Detailed list of items, accounts, and materials to be returned or transferred
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