The Pre-Incorporation Founders Agreement is essential for entrepreneurs in Singapore who are planning to establish a company but need to formalize their relationship before incorporation. This document is particularly important when multiple founders are involved and need to clearly define their roles, responsibilities, and ownership stakes. It addresses critical elements such as intellectual property rights, confidentiality, capital contributions, and decision-making processes. Under Singapore law, this agreement helps protect all parties' interests during the pre-incorporation phase and can prevent potential disputes that might arise during the formal incorporation process.
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1. Parties: Identification and details of all founding members entering into the agreement
2. Background: Context of the agreement and founders' intention to incorporate the company
3. Definitions: Key terms and their meanings used throughout the agreement
4. Proposed Business: Description of intended business activities and objectives
5. Roles and Responsibilities: Detailed outline of each founder's duties, commitments, and expectations
6. Capital Contributions: Initial investments, ownership structure, and shareholding details
7. Intellectual Property Rights: Assignment and ownership of existing and future intellectual property
8. Confidentiality: Protection of sensitive information and trade secrets
1. Non-Compete Provisions: Restrictions on competitive activities and protection of business interests
2. Vesting Schedule: Timeline and conditions for equity vesting arrangements
3. Exit Provisions: Procedures and terms for founder departure or withdrawal
4. Dispute Resolution: Mechanisms and procedures for resolving disagreements between founders
1. Schedule 1: Business Plan: Detailed business proposal, implementation strategy, and milestones
2. Schedule 2: Capital Contributions Schedule: Detailed breakdown of founders' investments, valuations, and payment terms
3. Schedule 3: IP Schedule: Comprehensive list of existing IP and assignment details
4. Schedule 4: Vesting Schedule: Detailed equity vesting timeline, conditions, and cliff periods
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