Startup Business Agreement

STARTUP BUSINESS AGREEMENT

This Startup Business Agreement (the "Agreement") is entered into as of by and between , an individual with address (hereinafter "Founder"), and , a Entity Type: LLC Corporation Other with principal place of business (hereinafter "Company").

RECITALS

WHEREAS, Founder has developed or intends to develop business concepts, inventions, know-how, software and related intellectual property described as ; and

WHEREAS, the parties desire to form and operate a business for the purpose of developing, exploiting and commercializing the foregoing and to set forth their respective rights and obligations as founders, investors, or members of the enterprise; and

WHEREAS, the parties intend that the Company will receive capital contributions and that equity and governance will be allocated in accordance with the terms set forth in this Agreement.

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. FORMATION AND PURPOSE

1.1 Formation. The parties agree to form and operate the business under the name (the "Business"). The Business will be organized and operated in compliance with applicable law and the parties' obligations under this Agreement.

1.2 Purpose. The Business shall engage in the following primary activities: . The Business may engage in ancillary or related activities as approved by the parties.

2. CAPITAL CONTRIBUTIONS; EQUITY

2.1 Initial Contributions. Founder shall contribute to the Company. Company shall accept such contributions in exchange for equity as set forth in Section 2.2.

2.2 Issuance of Shares or Membership Interests. Subject to the terms of this Agreement and any certificate or articles of organization, the Company shall issue to the parties the interests described above. Such issuance shall be subject to vesting as set forth in Section 3.

3. VESTING AND FORFEITURE

3.1 Vesting Schedule. All equity issued to active founders and service providers shall vest according to the following schedule: commencement date , cliff of months, and total vesting period of years, subject to acceleration as provided below or in an applicable award agreement.

3.2 Termination and Forfeiture. If a founder or recipient ceases to provide services to the Company for any reason, unvested equity shall be forfeited or repurchased by the Company at the lower of fair market value or nominal value, unless otherwise agreed in writing.

4. MANAGEMENT; GOVERNANCE

4.1 Board and Officers. The Company shall be managed by a board of directors or managers consisting initially of members. Appointment and removal of directors or managers shall be governed by the Company governing documents and applicable law.

4.2 Voting. Except as otherwise provided in this Agreement or the governing documents, corporate action requiring approval shall be determined by majority vote of the board or as otherwise required by law.

5. INTELLECTUAL PROPERTY

5.1 Assignment. Founder hereby assigns and agrees to assign to the Company all right, title and interest in and to inventions, designs, works of authorship, trade secrets and other intellectual property created, conceived or reduced to practice by Founder that relate to the Business or are developed using Company resources. Such assignment shall be effective upon creation and the parties shall execute instruments reasonably necessary to perfect the Company's rights.

6. CONFIDENTIALITY

6.1 Non-Disclosure. Each party shall keep confidential all non-public information disclosed by the other party and shall not use such information except to perform obligations under this Agreement. Confidential information shall not include information that is or becomes publicly available through no fault of the receiving party.

6.2 Duration. The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets.

7. RESTRICTIVE COVENANTS

7.1 Non-Competition. During the term of a party's material involvement with the Company and for a period of months thereafter, such party shall not engage in a business that is substantially similar to the Company's primary business in geographic areas where the Company conducts business, to the extent enforceable under applicable law.

7.2 Non-Solicitation. During the term and for a period of months thereafter, parties shall not solicit employees or contractors of the Company for employment without prior written consent.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, that the execution and delivery of this Agreement has been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

8.2 Founder further represents that any preexisting intellectual property disclosed to the Company is described in the Preexisting IP section and that to the best of Founder's knowledge, any assignment of IP will not violate any third-party agreement.

9. INDEMNIFICATION

9.1 Each party shall indemnify, defend and hold the other harmless from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of a breach of such party's representations, warranties or material obligations under this Agreement, except to the extent such losses result from the indemnified party's own gross negligence or willful misconduct.

10. TERM; TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Section or by mutual written agreement of the parties.

10.2 Termination For Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

11. NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

12. ASSIGNMENT

12.1 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 this Agreement in connection with a merger, sale of substantially all assets or other change of control provided the assignee assumes the Company's obligations hereunder.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendment. This Agreement may be amended only by a written instrument signed by both parties.

13.2 Waiver. No waiver of any breach shall be effective unless in writing and signed by the waiving party, and no waiver of any breach shall constitute a waiver of any subsequent breach.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to choice-of-law principles.

14.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a substitute provision that achieves the original intent to the greatest extent possible.

14.3 Entire Agreement. This Agreement, together with any exhibits or schedules attached hereto and any executed equity award agreements, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

15. MISCELLANEOUS PROVISIONS

15.1 Remedies. Except as otherwise provided in this Agreement, all remedies shall be cumulative and in addition to any other remedies available at law or in equity, including injunctive relief to prevent breaches of the provisions relating to intellectual property and confidentiality.

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