Founding Business Document

FOUNDING BUSINESS DOCUMENT

Parties and Formation

This Founding Business Document (the "Agreement") is entered into as of by and among the individuals and entities listed below, collectively referred to as the "Founders."

WHEREAS Recitals

WHEREAS, the Founders desire to form and organize a business enterprise to engage in the lawful business activities described below for the mutual benefit of the Founders; and

WHEREAS, the Founders intend to set forth their respective capital contributions, ownership interests, governance allocations, and the basic terms of operation and management of the business in this Agreement; and

WHEREAS, the Founders agree that the business shall be governed by the terms herein and by applicable law of the chosen jurisdiction.

Founders and Capital Contributions

Founder 1: — Initial Contribution: $ — Ownership:

Founder 2: — Initial Contribution: $ — Ownership:

Scope of Work and Business Purpose

Payment Terms and Capitalization

Total Initial Capital Required: $

Late Payment Fee:
Reimbursement of Expenses: The Company shall reimburse reasonable, documented out-of-pocket expenses incurred on behalf of the Company in accordance with agreed policies.

Management and Governance

Term and Termination

Term Commencement Date: — Anticipated Termination Date (if any):

Either party may terminate this Agreement for material breach not cured within days after written notice specifying the breach. In addition, this Agreement may be dissolved by written consent of Founders holding a majority in ownership interests, subject to winding-up obligations set forth below.

Confidentiality

Each Founder shall maintain the confidentiality of all non-public information and trade secrets of the Company and shall not disclose such information except as required by law or with prior written consent of the Company. Confidential information shall not include information that:

1. was publicly known at the time of disclosure;
2. becomes publicly known through no fault of the receiving Founder; or
3. is independently developed by the receiving Founder without use of the Company’s confidential information.

Intellectual Property and Assignments

Representations and Warranties

Each Founder represents and warrants that he or she has the power and authority to enter into this Agreement; that all capital contributions made are free of liens; and that entry into this Agreement does not violate any existing obligation of the Founder.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising under this Agreement shall be resolved first by negotiation among the Founders and, if unresolved, by binding arbitration in the chosen jurisdiction unless the parties agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, together with any attachments or schedules expressly incorporated herein, constitutes the entire agreement among the Founders with respect to the subject matter and supersedes all prior agreements and understandings. This Agreement may be amended only by a written instrument executed by Founders holding the percentage of ownership required for amendment under the Management Structure set forth above.

Miscellaneous Provisions

Severability: If any provision is held unenforceable, the remainder of this Agreement shall remain in full force and effect to the extent possible. Notices shall be given in writing to the addresses on file with the Company and shall be effective upon delivery.

Sole Proprietorship    Partnership    Limited Liability Company (LLC)    Corporation

Execution and Acknowledgment

By executing below, each Founder acknowledges and certifies that they have read and understood this Agreement, have had the opportunity to obtain independent advice, and agree to be bound by its terms.

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