Professional Documents
Culture Documents
Founder Agreement
Founder Agreement
Founder Agreement
This Founders Agreement (this “Agreement”) dated [Date] (the “Effective Date”) among
[Name] (“Founder”), [Name], a _________ limited liability company (the “Company”) and
[Name], a _________ corporation (“Buyer”).
The Founder is the ultimate beneficial owner of a portion of the equity interests of Seller
and is an Affiliate of Seller. To induce Buyer to enter into the Purchase Agreement, as a
condition to the Closing under the Purchase Agreement, and for the benefit of Buyer and the
Company, Founder agrees as follows:
1. Founder represents to Buyer that he has read Sections 5.04, 5.05, and 5.07 of the
Purchase Agreement and has consulted with or has had the opportunity to consult with a lawyer
chosen by him for the purpose of having the legal effect of each of the provisions contained in
Sections 5.04, 5.05, and 5.07 of the Purchase Agreement explained to him.
2. Founder agrees to be bound by the provisions of Sections 5.04, 5.05, and 5.07 of
the Purchase Agreement to the same extent as Seller.
3. Founder agrees that he will serve as a speaker on not less than four (4) keynote
sessions at each of the [_____] (whether inside or outside the United States), held during the five
(5) year period following the Effective Date. The Company will not be required to make any
payment to Founder for the services provided pursuant to the preceding sentence other than
payment or reimbursement (upon submission of appropriate documentation and otherwise in
accordance with the Company’s normal expense reimbursement policies) of reasonable,
preapproved expenses, without duplication and to the extent not otherwise paid or reimbursed by
the Company pursuant to the Consulting Agreement.
4. The inability of Founder to serve as a speaker for any specific [_____] under
Section 3 above will not result in breach of the Purchase Agreement or this Agreement if: (i) due
to reasonable emergency; (ii) due to Force Majeure (as defined below); (iii) Founder provides
prior written notice to Buyer at least thirty (30) Business Days before the relevant [_____], and
Buyer provides written consent to Founder, which consent may be withheld in the Company’s
sole discretion (provided that if Founder was given less than six (6) months’ prior notice of the
date of the applicable [_____], the Company’s consent will not be unreasonably withheld); or
(iv) Buyer is at such time in material breach of the Purchase Agreement. “Force Majeure”
means fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots,
civil disorders, rebellions or revolutions, accident, strike, act or omission of any Governmental
Entity, or any other similar cause beyond the reasonable control of the Founder.
5. During the terms of the Services Agreement and the Consulting Agreement,
Founder agrees to devote a reasonable amount of time, and to provide such personal services to
[Name], the Seller and Company as are necessary, in order to enable [Name] and the Seller to
perform the services to be performed by them under the Services Agreement and the Consulting
Agreement in substantially the same manner as Founder performed similar services for the
[_____] prior to the Closing. The Company will not be required to make any payment to
Founder for the services provided pursuant to the preceding sentence.
b. Seller had, and the Company has and will continue to have, permission to
record Founder’s presentations at any and all past and future [_____] (including all PowerPoint
slides used by Founder). All of Founder’s presentations at any and all past and future [_____]
(including all PowerPoint slides used by Founder) shall be the intellectual property of Founder.
Founder hereby grants and agrees to grant the Company a non-exclusive, perpetual, worldwide,
royalty free license to publish, distribute, exhibit, display and otherwise exploit the Founder’s
presentations at and in connection with any and all past and future [_____] (including all
PowerPoint slides used by Founder) and otherwise in connection with the Company’s business.
e. In connection with all [_____] (both within and outside of the United
States) and otherwise in connection with the Company’s business, Company may exercise or
license the rights set forth in paragraphs (a)-(d) in all forms of media, whether now known, or
later developed, throughout the world.
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unreasonably withheld or delayed) of all such materials, includes the right to use Founder’s
name, photograph, likeness, voice, statements, and professional biography.
h. All of the foregoing rights Founder has given to the Company are non-
exclusive, and nothing will prevent Founder from repeating his presentations and republishing
his materials elsewhere.
i. The Company will not be required to make any payment to Founder for
the rights granted pursuant to this Section 6.
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This Agreement may only be waived or amended in writing signed by each of Founder, Buyer
and Company. This Agreement may be executed in counterparts. A signed copy delivered by
facsimile, e-mail or other means of electronic transmission will be deemed to have the same
legal effect as delivery of an original signed copy of this Agreement.
FOUNDER
[Name]
[NAME]
By:
Name:
Title: Treasurer
[NAME]
By:
Name:
Title: Manager