AI Generated American Founders' Agreement

Founders' Agreement

1. Introduction and Purpose

States the intent of the Founders' Agreement, summarizes the background of the founders, and explains the overarching goals for forming and operating the company.

2. Definitions

Provides precise meanings for key terms and phrases used throughout the agreement to ensure consistent interpretation.

3. Identification of the Parties

Lists the full legal names, addresses, and other identifying details of each founder entering into the agreement.

4. Formation and Effective Date

Specifies the date on which the agreement becomes effective and details regarding the formation or incorporation of the company.

5. Business Purpose and Scope

Describes the nature of the business, its mission, and the activities the company is authorized to engage in.

6. Capital Structure and Equity Ownership

Sets out the authorized capitalization of the company and allocates ownership percentages or shares to each founder.

7. Capital Contributions

Details the cash, property, intellectual property, or services each founder agrees to contribute to the company and any timing requirements.

8. Vesting of Founder Equity

Establishes the vesting schedule, acceleration events, and consequences of termination for unvested shares or units.

9. Roles, Responsibilities and Time Commitments

Defines each founder’s position, day-to-day duties, decision-making authority, and expected minimum time involvement.

10. Decision-Making Procedures and Governance

Sets rules for approving major actions, voting thresholds, and meeting protocols for founders and management.

11. Board of Directors or Managers

Outlines the composition, appointment rights, removal procedures, and powers of the board or managing members.

12. Intellectual Property Assignment and Ownership

Assigns to the company all IP created or owned by the founders that relates to the business and covers future IP developments.

13. Confidentiality and Proprietary Information

Imposes obligations on founders to protect the company’s confidential information both during and after their involvement.

14. Non-Competition and Non-Solicitation

Restricts founders from competing with the company or soliciting its customers, employees, or contractors for a specified period and geographic area.

15. Compensation, Salary and Reimbursements

Addresses any salaries, draws, stipends, or expense reimbursements founders may receive, including approval processes for changes.

16. Additional Financing and Dilution Protection

Provides guidelines for future equity or debt financings, pre-emptive rights, anti-dilution protections, and approval requirements.

17. Transfer Restrictions and Right of First Refusal

Limits founders’ ability to transfer equity and grants the company or remaining founders the right to purchase shares before any outside sale.

18. Drag-Along Rights

Allows a majority of founders or shareholders to compel minority holders to participate in a sale of the company on the same terms.

19. Tag-Along Rights

Gives minority founders the right to join in a sale of equity initiated by majority holders on a pro-rata basis.

20. Buy-Sell, Founder Departure and Call Options

Sets mechanisms for valuing and purchasing a departing founder’s equity, including triggers such as death, disability, or voluntary exit.

21. Clawback Provisions

Defines circumstances under which the company may reclaim equity or compensation from a founder for misconduct or breach.

22. Dissolution and Wind-Up

Describes the process for voluntarily or involuntarily dissolving the company and distributing remaining assets.

23. Tax Allocations and Elections

Explains how profits, losses, and tax items will be allocated among founders and identifies any tax elections to be made by the company.

24. Compliance with Laws and Governmental Approvals

Requires founders and the company to comply with all applicable laws, regulations, and necessary governmental filings or approvals.

25. Representations, Warranties and Covenants

Each founder makes statements of fact and promises regarding authority, non-infringement of third-party rights, and absence of legal impediments.

26. Indemnification

Sets forth the company’s obligation to indemnify founders and, where applicable, founders’ obligation to indemnify the company for certain claims.

27. Limitation of Liability

Limits the personal liability of founders to the extent permitted by law for actions taken in good faith within the scope of their duties.

28. Books, Records and Information Rights

Specifies the maintenance of corporate books and grants founders access to inspect records and receive periodic financial statements.

29. Conflicts of Interest and Related-Party Transactions

Defines procedures for disclosing, reviewing, and approving transactions in which a founder has a personal interest.

30. Dispute Resolution, Mediation and Arbitration

Establishes processes for resolving disagreements among founders, including escalation, mediation, and binding arbitration.

31. Amendments, Modifications and Waivers

Sets the voting thresholds and procedures required to change or waive any provisions of the agreement.

32. Assignment and Successors

Restricts or permits assignment of rights and obligations under the agreement and binds permitted successors and assigns.

33. Notices

Specifies acceptable methods for delivering legal notices, along with addresses and deemed delivery timelines.

34. Severability

Provides that if any provision is held unenforceable, the remaining provisions will continue in effect.

35. Survival of Certain Obligations

Lists provisions that will remain in force after termination or expiration of the agreement, such as confidentiality and IP assignment.

36. Entire Agreement

Confirms that the document constitutes the complete agreement among the parties, superseding all prior discussions and writings.

37. Governing Law and Venue

Identifies the state law that governs the agreement and the courts or arbitration venues with jurisdiction over disputes.

38. Counterparts and Electronic Signatures

Allows the agreement to be executed in multiple counterparts and recognizes electronic signatures as originals.

39. Further Assurances

Obligates the founders to execute additional documents and take actions reasonably necessary to carry out the agreement’s intent.

40. Signatures

Provides signature blocks for each founder to execute the agreement, thereby making it legally binding.

41. Exhibits and Schedules

Lists and incorporates by reference all attachments, schedules, and exhibits that form part of the agreement, such as capitalization tables or IP lists.

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什么是 Founders' Agreement?

A Founders' Agreement is a vital document for establishing the framework of a new business venture. It outlines the roles, responsibilities, and equity stakes of each founder, ensuring transparent communication and mitigating potential disputes. This agreement serves as a foundation on which co-founders can collaboratively build a successful enterprise. Utilizing our AI technology, you can generate a customized, legally reliable Founders' Agreement, aligning with specific needs and legal standards in the United States.