The Co-Founder Separation Agreement is a critical document used when one or more founders decide to part ways with a business venture in Switzerland. It becomes necessary when co-founders need to formally separate their business relationship due to various circumstances such as strategic disagreements, personal reasons, or pursuit of different opportunities. This agreement, governed by Swiss law and particularly the Swiss Code of Obligations, provides a comprehensive framework for managing the separation process, including share transfers, financial settlements, intellectual property rights, and ongoing obligations. The document must comply with Swiss corporate governance requirements and commercial register regulations, while addressing potential challenges such as company valuation, non-compete provisions, and confidentiality requirements. It serves as a crucial tool for maintaining business continuity and minimizing potential disputes during and after the separation process.
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1. Parties: Identification of all parties to the agreement, including the departing co-founder, remaining co-founder(s), and the company
2. Background: Recitals explaining the history of the co-founder relationship, current situation, and reason for separation
3. Definitions: Key terms used throughout the agreement
4. Effective Date: Specification of when the separation becomes effective
5. Share Transfer: Terms and conditions of the transfer of the departing co-founder's shares
6. Purchase Price and Payment: Details of the compensation for shares and payment terms
7. Resignation from Positions: Formal resignation from all official positions (director, officer, etc.)
8. Mutual Release: Release of claims between parties
9. Confidentiality: Ongoing obligations regarding confidential information
10. Return of Company Property: Process and timeline for returning company assets and materials
11. Intellectual Property Rights: Confirmation of company ownership of IP and assignment of any remaining rights
12. Non-Disparagement: Agreement not to make negative statements about other parties
13. Further Assurance: Commitment to execute additional documents if needed
14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
15. General Provisions: Standard contractual provisions including severability, entire agreement, etc.
1. Non-Compete Obligations: Restrictions on future competitive activities - optional but common when there are specific competitive concerns
2. Ongoing Consulting Arrangement: Terms of any continuing advisory role - used when the departing founder will maintain some involvement
3. Employee Matters: Required when the co-founder was also an employee and employment terms need to be addressed
4. Tax Matters: Specific tax-related provisions - needed when there are complex tax implications
5. Earnout Provisions: Used when part of the purchase price is contingent on future performance
6. Transition Services: Details of any temporary support the departing founder will provide - used when handover period is needed
7. Outstanding Loans: Required when there are loans between the parties that need to be addressed
8. Insurance and Indemnification: Needed when ongoing insurance coverage or specific indemnification is required
1. Schedule of Shares: Detailed breakdown of shareholding and transfer arrangements
2. Schedule of Company Property: List of all company property to be returned
3. Payment Schedule: Detailed payment terms and installments if applicable
4. Intellectual Property Schedule: Comprehensive list of IP rights and assignments
5. Schedule of Positions: List of all positions held and to be resigned from
6. Release Documentation: Form of mutual release and related documents
7. Resignation Letters: Template or final versions of all required resignation letters
8. Commercial Register Forms: Required Swiss Commercial Register documentation
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