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Founders Contract Template for Canada

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Key Requirements PROMPT example:

Founders Contract

"Need a Founders Contract for our Canadian technology startup with three co-founders, incorporating 4-year vesting with a one-year cliff, where one founder is contributing existing IP and another is maintaining a part-time role until March 2025."

Document background
The Founders Contract serves as the cornerstone document for any new business venture in Canada, establishing the legal and operational framework for relationships between co-founders. This essential agreement should be implemented during the company's formation or as early as possible in its lifecycle. The contract addresses critical aspects such as equity distribution, vesting schedules, intellectual property rights, confidentiality obligations, and decision-making protocols, all while ensuring compliance with Canadian federal and provincial corporate laws. It's particularly crucial for protecting all parties' interests, preventing future disputes, and providing clear guidelines for company governance. The document should be customized based on the specific needs of the business, founder relationships, and provincial jurisdiction, while maintaining core elements that make it legally robust under Canadian law.
Suggested Sections

1. Parties: Identification of all founding members and the company

2. Background: Context of the agreement, including company formation purpose and founder relationships

3. Definitions: Key terms used throughout the agreement

4. Roles and Responsibilities: Detailed description of each founder's position, duties, and commitments to the company

5. Share Structure and Allocation: Details of initial share distribution among founders and share classes

6. Vesting Provisions: Terms of share vesting schedule and conditions

7. Intellectual Property Rights: Assignment of IP rights to the company and protection of company IP

8. Confidentiality: Protection of company and founder confidential information

9. Decision Making and Governance: Voting rights and major decision procedures

10. Founder Commitments: Time commitment, exclusivity, and non-compete obligations

11. Departure and Exit Provisions: Process and terms for founder departure or exit

12. Dispute Resolution: Procedures for resolving conflicts between founders

13. General Provisions: Standard legal clauses including governing law, amendments, and notices

Optional Sections

1. Founder Loans: Terms of any loans between founders and the company - include when founders are providing initial capital as loans

2. External Activities: Rules for founders' involvement in other business activities - include when founders maintain other business interests

3. Spouse Consent: Spousal waiver and consent provisions - include in jurisdictions where matrimonial property laws may affect share ownership

4. Death and Incapacity: Procedures in case of founder death or incapacity - include when requested by founders or their estate planners

5. Anti-Dilution Protection: Provisions protecting founders from future dilution - include when specifically negotiated

6. Special Voting Rights: Any special voting or veto rights for specific founders - include when founders have unequal voting rights

7. Founder Benefits: Special benefits or perks for founders - include when specific benefits are part of founder compensation

Suggested Schedules

1. Schedule A - Share Capital Table: Detailed breakdown of share ownership and classes

2. Schedule B - Vesting Schedule: Detailed vesting terms and timeline for founder shares

3. Schedule C - Initial Business Plan: Overview of company's initial business objectives and strategy

4. Schedule D - Founder Details: Personal information and contact details of all founders

5. Schedule E - IP Schedule: List of intellectual property being assigned to the company

6. Schedule F - Form of Share Transfer Agreement: Template for future share transfers

7. Schedule G - Restricted Activities: Detailed list of prohibited competitive activities

8. Appendix 1 - Spouse Consent Forms: Required spousal consent documentation

9. Appendix 2 - Company Bylaws: Reference copy of company bylaws affecting founder rights

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

E-commerce

Financial Services

Healthcare

Biotechnology

Manufacturing

Professional Services

Media and Entertainment

Social Enterprise

Retail

Consulting

Real Estate

Education Technology

Clean Technology

Relevant Teams

Legal

Executive Leadership

Board of Directors

Corporate Governance

Human Resources

Finance

Administration

Corporate Development

Compliance

Relevant Roles

Chief Executive Officer (CEO)

Chief Technology Officer (CTO)

Chief Financial Officer (CFO)

Chief Operating Officer (COO)

Chief Marketing Officer (CMO)

Company Founder

Co-Founder

Managing Director

Executive Director

Board Member

Corporate Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Startup Founder

Managing Partner

Business Development Director

Technical Director

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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