Founders Business Agreement

FOUNDERS BUSINESS AGREEMENT

This Founders Business Agreement (the Agreement) is entered into as of Effective Date: by and among Company Name: and the undersigned founders.

WHEREAS

WHEREAS, Founder 1: and Founder 2: (collectively, the Founders) intend to collaborate in developing, operating, and exploiting the business and assets of the Company described above.

WHEREAS, the Founders desire to set forth their respective roles, contributions, ownership interests, obligations and the terms governing their relationship with respect to the Company.

1. DEFINITIONS

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party relating to the Company's business, technology, finances, customers, or plans, whether disclosed orally, in writing or by observation, and any copies or derivatives thereof, except information that (a) is or becomes generally available to the public through no improper disclosure by the receiving party, (b) was lawfully in the receiving party's possession prior to disclosure, or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

2. SCOPE OF WORK

Each Founder agrees to perform the duties and responsibilities described below in furtherance of the Company's business. The parties may, by mutual written agreement, amend or expand the scope below.

3. CAPITAL CONTRIBUTIONS AND EQUITY

Founder 1 Contribution (cash, services, IP):

Founder 1 Equity Percentage: %

Founder 2 Contribution (cash, services, IP):

Founder 2 Equity Percentage: %

Equity shall be subject to vesting, repurchase, or other restrictions as specified in any separate equity agreement executed by the Founders. Absent a separate agreement, equity shall vest as follows:

4. PAYMENT TERMS

To the extent any Founder is entitled to compensation for services or reimbursement for expenses, such amounts and schedule shall be governed by the terms below.

5. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than Notice Period: days. Termination for material breach shall be effective upon written notice if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

6. CONFIDENTIALITY

Each Founder shall hold in confidence and not disclose or use, except in furtherance of the Company's business, any Confidential Information. Each Founder shall take reasonable measures to protect Confidential Information from unauthorized use or disclosure and shall ensure that those to whom disclosure is permitted are bound by confidentiality obligations at least as protective as those set forth herein.

Upon termination or request, the receiving party shall promptly return or destroy all tangible embodiments of Confidential Information. The confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, or longer where required by applicable law for trade secrets.

7. INTELLECTUAL PROPERTY

All inventions, discoveries, improvements, works of authorship, software, designs, know-how and other intellectual property developed by a Founder in connection with the Company's business shall be the exclusive property of the Company. Each Founder hereby assigns and agrees to assign to the Company all right, title and interest in such intellectual property and shall execute documents reasonably requested to effectuate such assignment.

8. REPRESENTATIONS; WARRANTIES; COVENANTS

Each Founder represents and warrants that they have full power and authority to enter into this Agreement, that their performance will not violate any agreement with a third party, and that there are no pending claims that would materially impair their ability to perform hereunder.

9. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of laws principles. The parties agree that disputes arising under this Agreement shall be resolved by arbitration before a single arbitrator in a mutually agreed location, and judgment on the award may be entered in any court of competent jurisdiction. The arbitration clause shall not prevent a party from seeking provisional injunctive relief in a court of competent jurisdiction to protect Confidential Information or intellectual property.

10. LIMITATION OF LIABILITY

Except for willful misconduct, fraud, or breaches of Sections 6 (Confidentiality) or 7 (Intellectual Property), no party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of the parties for any claim arising out of this Agreement shall be limited to direct damages not to exceed the total amounts actually paid under this Agreement in the twelve (12) months preceding the claim.

11. ASSIGNMENT; AMENDMENT

Neither 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 acquirer of substantially all of its assets. This Agreement may be amended only by a written instrument signed by all Founders.

12. ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules executed contemporaneously herewith, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

13. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Headings are for convenience only and shall not affect interpretation. Notices under this Agreement shall be in writing and delivered to the addresses provided by the Founders.

Sign Now