Founding Member Agreement Template

FOUNDING MEMBER AGREEMENT

This Founding Member Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Company Name: , a organized under the laws of , with its principal place of business at (the "Company"), and Founding Member Name: , an individual residing at (the "Founding Member").

RECITALS

WHEREAS, the Company is engaged in the business described as ; and

WHEREAS, the Founding Member has skills, experience and will perform services and contributions to assist the Company in its formation and early-stage operations; and

WHEREAS, the parties desire to set forth the terms and conditions governing the Founding Member's role, equity allocation, vesting and assignment of intellectual property as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Change of Control" means a merger, consolidation, sale of substantially all assets, or other transaction after which the holders of the Company's outstanding voting securities immediately prior thereto do not retain a majority of the voting power of the surviving or acquiring entity. "Cause" and "Good Reason" shall be determined by the Company's standard definitions as applied to senior personnel, except as modified in this Agreement.

2. APPOINTMENT AND ROLE

The Company hereby engages the Founding Member to serve in the capacity of and the Founding Member accepts such appointment. The Founding Member shall perform the duties and responsibilities reasonably assigned by the Company's board of directors consistent with such role.

3. EQUITY GRANT

Subject to the terms of this Agreement and the Company's governing equity plan and agreement, the Founding Member shall be granted % of the Company's fully diluted equity, representing shares of stock (the "Equity Grant"). The Equity Grant is subject to forfeiture and vesting as provided in Section 4.

4. VESTING

The Equity Grant shall vest according to the following vesting schedule: a cliff period of months followed by monthly vesting over a total period of months, in each case measured from the Vesting Start Date: . In the event of the Founding Member's termination for Cause, any unvested awards shall be forfeited. In the event of termination without Cause or resignation for Good Reason within twelve months following a Change of Control, acceleration as described in the applicable award agreement shall apply.

5. INTELLECTUAL PROPERTY ASSIGNMENT

The Founding Member hereby irrevocably assigns and transfers to the Company all right, title, and interest in and to any and all inventions, works of authorship, discoveries, improvements, designs, algorithms, trademark applications, know-how, trade secrets and other intellectual property (collectively, "Inventions") that the Founding Member solely or jointly conceives, develops or reduces to practice, whether or not during business hours, that relate to the Company's business or result from the Founding Member's duties to the Company. The Founding Member will execute and deliver any assignments, applications and other instruments reasonably requested by the Company to perfect, maintain and enforce the Company's rights in such Inventions.

6. CONFIDENTIALITY

The Founding Member shall hold in strict confidence and not use or disclose any Confidential Information of the Company, except as required in the performance of duties for the Company. "Confidential Information" includes, without limitation, business plans, technical data, product plans, financial information, customer lists and proprietary processes. This obligation survives termination of this Agreement for a period of five (5) years, except for trade secrets which shall remain protected for as long as they remain trade secrets under applicable law.

7. RESTRICTIVE COVENANTS

During the Founding Member's engagement and for a period of months following termination, the Founding Member shall not, directly or indirectly, engage in any business that is competitive with the Company within the territory of , provided that such restriction is limited to activities materially competitive with the Company's principal business at the time of termination. The Founding Member also agrees not to solicit the Company's employees or contractors for a period of months following termination.

8. REPRESENTATIONS AND WARRANTIES

The Founding Member represents and warrants that: (a) the Founding Member has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) the performance of the Founding Member's obligations will not violate any agreement to which the Founding Member is a party; and (c) to the Founding Member's knowledge, the Founding Member's contributions do not infringe the intellectual property rights of any third party.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of a material breach of this Agreement or the gross negligence, willful misconduct or fraud of the indemnifying party.

10. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until terminated by either party upon thirty (30) days' prior written notice. Termination shall not affect any rights or obligations that accrued prior to termination, including vesting, assignment, confidentiality and indemnification provisions.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses below or to such other address as either party may designate by notice in accordance with this Section.

12. AMENDMENTS AND WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

14. ENTIRE AGREEMENT

This Agreement, together with any exhibits and any applicable award agreements or equity plan documents expressly incorporated herein, 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.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall endeavor in good faith to replace the invalid, illegal or unenforceable provision with a valid provision that effectuates the parties' original intent to the greatest extent permitted by law.

16. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including scanned signatures or electronic signature platforms) shall be deemed effective as original signatures.

17. MISCELLANEOUS

The parties agree that any dispute arising out of or relating to this Agreement shall first be subject to good faith negotiation between senior representatives. If unresolved, the parties may pursue any remedies available at law or in equity. The headings in this Agreement are for convenience only and shall not affect its interpretation.

Double-trigger acceleration (occurrence of Change of Control plus involuntary termination)
Single-trigger acceleration (accelerates upon Change of Control)

Sign Now