Founders Agreement

This Founders Agreement (the “Agreement”) is entered into as of [DATE] by and [between/among]
[Founder 1], [Founder 2], and [Founder 3], each an individual with the address listed on the signature
page (each, a “co-founder” and collectively, “co-founders”), and relates to the Venture (defined below).

1. Project and Company

The co-founders agree to work together to develop [description of project], along with other related
software (the “Project”).
To this end, the co-founders shall establish a [Delaware] [corporation] for owning, developing, and
monetizing the Project with [6 months] of the date of this Agreement. The name of the company shall
be [NAME] (the “Company”).
The Project and the Company will be collectively called “Venture” in this Agreement.

2. Stockholders of Company

[Founder 1] [__]% [4-year vesting, 1-year cliff, with double-trigger acceleration]

[Founder 2] [__]% [4-year vesting, 1-year cliff, with double-trigger acceleration]
[Founder 3] [__]% [4-year vesting, 1-year cliff, with double-trigger acceleration]
Option pool [__]%

The co-founders acknowledge that the mentioned stockholdings are subject to customary dilution.

3. Board of Company

Upon founding, the Board will have the following composition:

[co-founder]
[co-founder]

Unless all of the co-founders are on the Board upon founding, then upon expansion of the Board
(normally, as a result of a priced round), the remaining co-founder(s) will also join the Board, subject to
the terms of the Board expansion negotiated in the framework of priced round(s).

4. Executives of Company

CEO [co-founder]
Secretary [co-founder]
CFO [co-founder]
CPO [co-founder]
CTO [co-founder]

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 5. Initial Commitment and Salary

Time Other
Co-founder Cash contribution Salary
commitment contribution
[Founder 1] [40+ [$10,000 as a [Intro with ten [None, until
hours/week, founder note] potential first raise of
exclusive] customers] over $500K]
[Founder 2] [Up to 40 [$10,000 as an MFN [Intro with ten [None, until
hours/week, SAFE] potential first raise of
maintaining side engineer hires] over $500K]
gig]
[Founder 3] [20 hours/week] [N/A] [Transferring [$2,500/mo]
pending patent]

The co-founders acknowledge and agree that the Venture will become their exclusive, full-time
commitment upon the successful closing of the first fundraise and/or obtaining revenue, whichever
comes first.

6. Responsibilities

[Founder 1]
[Overview of co-founder’s strengths and what they bring to the table]
▪ [Fundraising: pitching the product to investors, raising funds]
▪ [Sales: talking with users, selling the product]
▪ [Marketing: running the Company’s blog, creating text and video content]

[Founder 2]
[Overview of co-founder’s strengths and what they bring to the table]
▪ [Product: owning the product development lifecycle]
▪ [Engineering: recruiting and overseeing the development team, writing the tech specifications]

[Founder 3]
[Overview of co-founder’s strengths and what they bring to the table]
▪ [Design: recruiting and overseeing the design function]
▪ [Research: leading the scientific research team]

7. Decision-making

Negotiate-Consult-Inform is a paradigm for scopes of authority. Items under “Negotiate” should be

robustly discussed between parties with the aim of arriving at consensus. Items under “Consult” should
be consulted on with the other party, asking for and taking into account that person’s feedback. Items
under “Inform” should be notified to the other party, without the need for further consultation.

Negotiate: ▪ Fundamental terms of financing rounds (valuation, investment amount, what

investment will be used for);
▪ Fundamental decisions such as mergers and acquisitions;
▪ Fundamental business development or technical development matters

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 ▪ All product matters, such as features, UI/UX, design;
▪ Key hires;
▪ Any decision which involves an expense (or related expenses) of over $[1,000]
in a year.
Consult: Each co-founder will consult with every other co-founder on:
▪ Any decision within one’s scope of responsibilities which leads to an expense
(or related expenses) of less than $[1,000] in a year; and
▪ Any hiring or termination decision within one’s scope of responsibilities,
beyond key hires.
Inform: Each co-founder will keep every other co-founder informed on any other matter
within one’s respective scopes of responsibilities.
General notes: ▪ In all decision-making matters, the co-founders will be appreciative of and give
due weight to the unique value and expertise that each of them brings to the
table. The scope of responsibilities defined in this agreement are an indicative
factor of such value and expertise.
▪ If any co-founder has strong reservations against a particular position of the
other co-founder(s), then the other(s) must give serious thought and
consideration to the reservation.
▪ In any situation where there are irreconcilable differences between or among
the co-founder(s) (whether this a topic under “negotiate,” “consult,” or
“inform”), [Founder 1]’s position will have precedence.

8. Intellectual Property, Confidentiality, and Fiduciary Duties

“Project IP” shall mean any intellectual property related to the Venture created by any co-founder.
Each co-founder hereby acknowledges and agrees that any and all Project IP is created exclusively for
the Venture, unless otherwise agreed to in writing. At the first reasonable opportunity: (i) each co-
founder shall irrevocably assign to the Company all rights in and to all Project IP owned by such co-
founder; (ii) for any right in Project IP that cannot be so assigned, the co-founder shall grant a perpetual,
irrevocable, worldwide, royalty-free, sublicensable, transferable, unlimited license in such Project IP,
and shall waive any and all claims pertaining to such Project IP, including claims for moral rights.
“Confidential Information” is any proprietary, sensitive, and/or non-public information related to
the Venture. The co-founders shall take necessary steps to ensure that Confidential Information shall
remain confidential.
The intellectual property and confidentiality obligations of the co-founders will be laid out more fully
in the respective Proprietary Information and Inventions Assignment Agreements, which will replace and
supersede the intellectual property and confidentiality clauses herein.
The fiduciary duties of the co-founders will be in accordance to applicable law for their respective
positions with the Venture.

9. General

The Agreement will enter into effect as of the date first written above and shall remain in effect for
as long as at least two co-founders continue to remain actively engaged in the Venture. The Agreement
will be deemed terminated as to any co-founder who ceases to be actively engaged in the Venture, for
whatever reason. Clauses that by their nature are meant to survive termination of the Agreement will
continue to remain in effect after termination. This Agreement is personal to the co-founders, and any

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assignment of this Agreement by a co-founder shall be void. This Agreement shall be governed by
Delaware law and is not meant to modify or restrict the powers and obligations otherwise ascribed to
stockholders, directors, and officers by Delaware law. This Agreement shall be subject to the Company’s
certificate of incorporation, bylaws, Company agreements executed with the co-founder(s) and other
Company rules and regulations applicable to the co-founders given their position(s) held within the
Company (collectively, the “Company regulations”). The co-founders agree to act in good faith to
reflect the provisions of this Agreement in the Company regulations, wherever reasonable. In case of a
conflict between the terms of this Agreement and Delaware law or the Company regulations, Delaware
law and the Company regulations shall take precedence.

IN WITNESS WHEREOF, the parties have executed this agreement effective as of the date first
written above.

[Founder 1] [Founder 2]

By: By:

Date signed: Date signed:

Address: Address:

[Founder 3]

By:

Date signed:

Address:

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