Business Founder Agreement

BUSINESS FOUNDER AGREEMENT

This Business Founder Agreement (the Agreement) is made and entered into as of by and between Founder 1 Name: with principal address: and Founder 2 Name: with principal address: .

RECITALS

WHEREAS, Founder 1 and Founder 2 each possess complementary skills, experience and capital necessary for the formation, operation and development of a business enterprise for the purpose described herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the ownership, management, contributions, compensation and governance of the enterprise in a single binding agreement; and

WHEREAS, the parties intend that this Agreement will govern their relationship and serve as a framework for allocation of equity, responsibilities, confidentiality obligations and procedures for dispute resolution and termination.

DEFINITIONS

For purposes of this Agreement, "Company" means the business entity to be formed by the parties for the conduct of the business described below. "Confidential Information" means all non-public information disclosed by one party to the other, whether technical, financial, operational or strategic, except information that is or becomes generally known to the public through no breach of this Agreement.

SCOPE OF WORK

EQUITY, CONTRIBUTIONS AND ROLES

Equity Split: Founder 1 shall receive and Founder 2 shall receive , subject to vesting and dilution as set forth below.

Vesting: All equity subject to vesting shall vest according to the schedule agreed by the parties in writing. Unless otherwise agreed, a four (4) year vesting period with a one (1) year cliff shall apply to founder equity.

PAYMENT TERMS

Compensation and Reimbursements: The Company shall reimburse reasonable out-of-pocket expenses incurred by a founder in connection with Company business upon submission of documentation and approval in accordance with Company policy.

Late Payments: Any undisputed payment not made within days after its due date shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus any costs of collection.

TERM AND TERMINATION

Term: This Agreement shall commence on the Effective Date set forth above and shall continue until unless earlier terminated in accordance with this Section.

Termination for Cause: Any party may terminate this Agreement for material breach by the other party that remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

Termination without Cause: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Upon such termination, the parties shall cooperate in an orderly wind-down of activities.

CONFIDENTIALITY

Each party shall hold in strict confidence and shall not disclose, use or permit the use of any Confidential Information of the other party except as necessary to perform obligations under this Agreement. The receiving party shall take reasonable measures to protect Confidential Information and shall limit access to employees, agents or advisors who have a need to know and who are subject to confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that (a) is or becomes public other than by breach of this Agreement, (b) is already known to the receiving party at the time of disclosure without confidentiality obligations, or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. The receiving party may disclose Confidential Information to the extent required by law or court order, provided it provides prompt notice to the disclosing party to permit protective measures.

INTELLECTUAL PROPERTY

All intellectual property, inventions, designs, works of authorship and improvements conceived, developed or reduced to practice by a founder in the course of performing duties for the Company (collectively, Company IP) shall be the exclusive property of the Company. Each founder hereby assigns and agrees to assign to the Company all rights, title and interest in such Company IP and agrees to execute documents reasonably requested to effectuate such assignment.

REPRESENTATIONS AND WARRANTIES

Each founder represents and warrants that they have full power and authority to enter into this Agreement, that their performance will not violate agreements with third parties, and that there are no litigation or legal impediments that would materially prevent performance under this Agreement.

ASSIGNMENT; SEVERABILITY

Assignment: No party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that the Company may assign to an affiliate or successor in connection with a sale of substantially all of its assets or equity.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a replacement provision to effect the original intent.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration in accordance with the parties' mutual selection of an arbitrator, with judgment on the award entered in any court having jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or ancillary documents executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Delivery by personal delivery, certified mail (return receipt requested) or nationally recognized overnight courier shall constitute effective delivery.

MISCELLANEOUS PROVISIONS

No Waiver: Failure to enforce any provision shall not constitute a waiver of that provision or any other provision. Headings are for convenience only and shall not affect interpretation.

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