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Founders Shares Agreement
"I need a Founders Shares Agreement for our Indonesian technology startup with three co-founders, where two founders will be actively involved in management and one will be a silent partner, with a 4-year vesting schedule starting January 2025."
1. Parties: Identification of all founding members and the company
2. Background: Context of the agreement, including company formation details and purpose
3. Definitions: Key terms used throughout the agreement
4. Share Capital and Ownership: Details of initial shareholding structure and capital contributions
5. Vesting Provisions: Terms of share vesting schedule and conditions
6. Founders' Commitments: Full-time commitment requirements, non-compete, and exclusivity obligations
7. Transfer Restrictions: Limitations on share transfers and right of first refusal provisions
8. Management and Voting: Decision-making rights and voting thresholds for key decisions
9. Intellectual Property Rights: Assignment and protection of company IP
10. Confidentiality: Protection of company and founder confidential information
11. Termination: Circumstances for agreement termination and consequences
12. Dispute Resolution: Process for resolving disputes under Indonesian law
13. General Provisions: Miscellaneous legal provisions including governing law and notices
1. Tag-Along Rights: Include when founders want protection to sell shares alongside other founders
2. Drag-Along Rights: Include when majority shareholders want right to force minority holders to join in sale
3. Anti-Dilution Protection: Include when founders want protection against future dilution
4. Death and Incapacity: Include specific provisions for handling shares in case of founder death or incapacity
5. Foreign Ownership Provisions: Include when any founders are non-Indonesian nationals
6. IPO Provisions: Include when there's a potential for future public listing
7. Founder Employment Terms: Include when founders will also serve as executives
8. Special Voting Rights: Include when certain founders need special voting or veto rights
1. Schedule 1: Cap Table: Detailed breakdown of shareholding structure and ownership percentages
2. Schedule 2: Vesting Schedule: Detailed timeline and conditions for share vesting
3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous consent
4. Schedule 4: Company IP: List of existing intellectual property being transferred to company
5. Schedule 5: Deed of Adherence: Template for new shareholders to join the agreement
6. Appendix A: Share Certificate Form: Template for share certificates compliant with Indonesian law
7. Appendix B: Board Resolutions: Template for required board resolutions
8. Appendix C: Power of Attorney: Standard form for share transfer exercises
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