The Co-Founder Separation Agreement is a crucial document used when one or more founders decide to part ways with a business venture in India. It becomes necessary when co-founders choose to separate due to various reasons such as strategic disagreements, personal circumstances, or pursuit of different opportunities. This agreement, governed by Indian corporate law, particularly the Companies Act 2013 and related legislation, outlines the comprehensive terms of separation including equity redistribution, intellectual property rights, confidentiality obligations, and financial settlements. It addresses key aspects such as share valuation, transfer mechanisms, continuing obligations, and dispute resolution procedures, while ensuring compliance with Indian regulatory requirements and protecting the interests of all stakeholders involved.
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1. Parties: Identification of the co-founders and the company involved in the separation
2. Background: Brief history of the business relationship and reasons for separation
3. Definitions: Key terms used throughout the agreement
4. Effective Date and Resignation: Specification of when the separation takes effect and formal resignation from official positions
5. Share Transfer and Consideration: Details of any transfer of shares and the associated payment terms
6. Mutual Release and Waiver: Release of claims and liabilities between parties
7. Confidentiality Obligations: Ongoing duties regarding confidential information and trade secrets
8. Non-Compete and Non-Solicitation: Restrictions on future competitive activities and employee/client solicitation
9. Intellectual Property Rights: Assignment and ownership of IP post-separation
10. Transition Arrangements: Handover process and knowledge transfer requirements
11. Public Announcements: Agreed approach to communicating the separation to stakeholders
12. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution
13. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Continuing Director Benefits: Used when departing founder retains certain benefits or board position
2. Employee Stock Options: Required when dealing with unvested stock options or employee share schemes
3. Outstanding Loans and Debts: Included when there are personal loans or financial obligations to be settled
4. Consulting Arrangement: Used when departing founder will provide transition services as consultant
5. Tax Indemnification: Include when complex tax implications need specific indemnification
6. Family Member Involvement: Required when family members hold positions or shares in the company
7. Joint Venture Provisions: Needed when separation affects joint venture relationships
8. International Operations: Include when dealing with cross-border business operations
1. Schedule 1 - Share Transfer Details: Detailed breakdown of shares being transferred, including class, number, and value
2. Schedule 2 - Payment Terms: Detailed payment schedule, including installments and security arrangements
3. Schedule 3 - Company Assets: List of company assets and their agreed allocation
4. Schedule 4 - Intellectual Property Register: Comprehensive list of IP rights and their post-separation ownership
5. Schedule 5 - Ongoing Projects: List of current projects and transition arrangements
6. Appendix A - Resignation Letters: Template or copies of formal resignation letters
7. Appendix B - Public Announcement Draft: Agreed format and content of public communications
8. Appendix C - Handover Checklist: Detailed list of items and responsibilities to be transferred
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