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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."
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
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
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
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
Legal
Executive Leadership
Human Resources
Corporate Governance
Finance
Board of Directors
Corporate Development
Compensation
Compliance
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
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