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Co Founder Vesting Agreement Template for Canada

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Key Requirements PROMPT example:

Co Founder Vesting Agreement

"Need a Co-Founder Vesting Agreement for my Vancouver-based SaaS startup, with a 4-year vesting period starting January 2025 and a one-year cliff, covering two technical co-founders who will each receive 25% equity."

Document background
The Co-Founder Vesting Agreement is a fundamental document used when establishing or formalizing founder relationships in Canadian companies. It is typically implemented at company formation or during early-stage development when founders receive equity stakes. The agreement ensures founders remain committed to the company's growth by gradually vesting their shares over time, typically 3-4 years, often with a one-year cliff. This document, compliant with Canadian corporate and securities laws, includes essential provisions such as vesting schedules, termination clauses, share restrictions, and potential accelerated vesting triggers. It protects both the company and co-founders by clearly defining equity ownership rights, transfer restrictions, and obligations, while addressing scenarios such as early departure or company sale. The agreement is particularly crucial for startups seeking investment, as investors typically require founder vesting arrangements to ensure key personnel retention.
Suggested Sections

1. Parties: Identification of the company, the co-founder, and any other relevant parties to the agreement

2. Background: Context of the agreement, including company formation, co-founder's role, and purpose of the vesting arrangement

3. Definitions: Key terms used throughout the agreement including 'Vesting Period', 'Shares', 'Cause', 'Good Reason', etc.

4. Share Issuance: Details of shares being issued to the co-founder, including class, number, and nominal value

5. Vesting Schedule: Specific timeline and milestones for share vesting, including cliff period and regular vesting intervals

6. Transfer Restrictions: Limitations on the co-founder's ability to transfer, sell, or encumber unvested shares

7. Repurchase Rights: Company's rights to repurchase unvested shares upon termination or other trigger events

8. Termination Provisions: Effects of various types of termination (voluntary, for cause, without cause) on vesting

9. Representations and Warranties: Standard declarations by both parties regarding authority, share ownership, and compliance

10. Confidentiality: Obligations regarding company confidential information and trade secrets

11. Intellectual Property: Assignment of IP rights and related provisions

12. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution

Optional Sections

1. Accelerated Vesting: Provisions for accelerated vesting upon specific events like change of control or IPO

2. Tag-Along Rights: Right of co-founder to participate in sale of shares by other shareholders

3. Drag-Along Rights: Obligation of co-founder to participate in sale of company if approved by specified shareholders

4. Board Participation: Rights and obligations regarding board membership during vesting period

5. Non-Competition: Restrictions on competing activities during and after the vesting period

6. Death and Disability: Special provisions for vesting treatment in case of death or disability

7. Founder Commitments: Specific time commitment and role requirements for the founder

8. Dispute Resolution: Detailed procedures for resolving disputes, including mediation or arbitration

Suggested Schedules

1. Schedule A - Share Details: Detailed description of shares including class, rights, and restrictions

2. Schedule B - Vesting Schedule: Detailed timetable of vesting including specific dates and percentages

3. Schedule C - Founder Information: Personal details, contact information, and role description of the co-founder

4. Schedule D - Company Information: Corporate details, capitalization table, and relevant corporate documents

5. Schedule E - Share Transfer Form: Standard form for execution of share transfers

6. Appendix 1 - Definitions: Extended definitions and interpretations of key terms

7. Appendix 2 - Consent Forms: Required regulatory and corporate consent forms

8. Appendix 3 - IP Assignment: Detailed intellectual property assignment provisions and forms

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions







































Clauses






























Relevant Industries

Technology

Software Development

Biotechnology

Financial Technology

E-commerce

Healthcare Technology

Clean Technology

Professional Services

Manufacturing

Consumer Products

Media and Entertainment

Artificial Intelligence

Blockchain

Education Technology

Real Estate Technology

Relevant Teams

Legal

Executive Leadership

Human Resources

Corporate Governance

Finance

Board of Directors

Corporate Development

Compensation

Compliance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Technology Officer

Chief Operating Officer

Founder

Co-Founder

General Counsel

Corporate Lawyer

HR Director

Board Member

Company Secretary

Startup Attorney

Managing Director

Vice President of Operations

Chief Legal Officer

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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