Co-Founder Agreement

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Parties & Business Overview›Entity Formation›Equity & Ownership…

Parties & Business Overview6 questions

1. What type of business entity is the company entering into this document?

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2. What is the venture's working name, and - if an entity has been formed - its exact legal name?

3. Describe the venture's current or planned core business, primary products/services, and target market.

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4. How many co-founders are entering into this agreement?

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5. Provide a complete profile for each founder: identity, contact, residence, role, equity, vesting, and spousal-consent information.

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6. What is the agreement's effective date (the date the last founder signs)?

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Entity Formation3 questions

7. Has a legal entity been formed for this venture yet?

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8. What is the current or planned legal form of the venture?

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9. If this co-founder agreement conflicts with the charter, bylaws, operating agreement, or shareholder agreement, which document controls?

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Equity & Ownership5 questions

10. How will the founders split equity?

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11. What equity instrument will the venture use for founder ownership?

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12. Will any equity be reserved for an employee option pool, advisors, or future investors?

13. What best describes the basis for each founder's equity allocation?

14. Will founders have preemptive rights (pro rata participation) to maintain their percentage in future equity issuances?

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Founder Vesting3 questions

15. What vesting schedule will apply to founders?

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16. What acceleration of vesting, if any, should apply on a company sale, merger, or change of control?

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17. Should the company (or co-founders) have the right to repurchase a departing founder's unvested equity?

Roles & Decision-Making6 questions

18. What will the initial board of directors (or manager/governing body for an LLC) composition be?

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19. Does the CEO have tiebreaker authority on operational decisions that are not reserved for unanimous or majority consent?

20. Which decisions require unanimous consent of ALL co-founders?

21. What dollar threshold distinguishes ordinary-course decisions (CEO / majority approval) from reserved matters requiring unanimous consent?

22. How are founder conflicts of interest, related-party transactions, and founder–company dealings disclosed and approved?

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23. Must founders present business opportunities related to the venture's business to the company before pursuing them personally?

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Capital Contributions & Compensation6 questions

24. Are any founders making an initial cash or asset contribution to the venture at signing?

25. What will each founder's initial annual salary be?

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26. What event or milestone triggers a review or mandatory increase of founder salaries?

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27. How will founder out-of-pocket expenses on behalf of the venture be approved, documented, and reimbursed?

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28. Will any unpaid salary, consulting fees, or accrued compensation be treated as deferred, waived, or convertible?

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29. May founders loan money to the company, and if so, on what terms?

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Founder Commitments & Outside Activities3 questions

30. Are all founders committing to work full-time and exclusively on this venture from signing?

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31. What outside business activities are permitted without the other founders' written consent?

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32. Has any founder used university resources, research grants, government funding, lab facilities, or sponsored research in connection with the venture?

Intellectual Property Assignment6 questions

33. Has any founder created IP (code, designs, patents, trademarks, trade secrets, data) related to the venture's business before this agreement?

34. What IP assignment obligation applies to work created AFTER this agreement is signed?

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35. Will post-departure inventions conceived within a defined window be presumed to relate to company work?

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36. Must founders sign additional IP assignment documents on request, and may the company execute IP assignments on a non-cooperating founder's behalf?

37. Will the venture use open-source software, third-party code, APIs, datasets, AI models, licensed content, or other third-party materials in its products?

38. Who owns and will transfer domain names, code repositories, cloud accounts, app-store accounts, social handles, trademarks, and other operational digital assets?

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Departure & Buyout Provisions11 questions

39. What events constitute "cause" for terminating a founder's role and triggering bad-leaver consequences?

40. Who determines whether a departure is for cause (bad leaver), and what process applies?

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41. What equity treatment applies to a founder who voluntarily resigns in good standing (good leaver)?

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42. What equity treatment applies to a founder terminated for cause or who violates a key obligation (bad leaver)?

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43. After departure, what restrictions apply to a founder's vested equity?

44. If vested equity may be bought out at departure, how is fair market value determined?

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45. If a founder buyout right is exercised, what are the payment terms?

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46. What happens to a founder's equity if they die or become permanently disabled?

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47. Will the company maintain life or disability insurance to fund death/disability equity buyouts?

48. Should the agreement include a spousal consent signed by each married founder's spouse or domestic partner?

49. Should founder equity be subject to ROFR, co-sale/tag-along, drag-along, and transfer restrictions beyond the departure provisions above?

Non-Compete & Non-Solicitation5 questions

50. In which U.S. state(s) will the company primarily operate, and in which state(s) do the founders reside?

51. If a selected state materially restricts non-competes, should the agreement omit, narrow, or flag the non-compete provision?

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52. Define the scope of the non-compete restriction.

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53. How long should the non-compete restriction last after a founder's departure?

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54. Define the scope and duration of the non-solicitation restriction (employees, customers, and prospects).

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Confidentiality4 questions

55. How long should the confidentiality obligation last after a founder's departure?

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56. Should confidentiality and restrictive covenants include carve-outs for legally protected activities?

57. What property, credentials, access, and data must a departing founder return or lose access to, and within what timeframe?

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58. Will founders have data security, privacy compliance, and incident reporting obligations?

Deadlock Resolution3 questions

59. What matters constitute a "deadlock" triggering the resolution mechanism?

60. Once a deadlock is confirmed, what is the resolution mechanism?

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61. If deadlock or formation failure leads to dissolution, who controls the wind-down, IP disposition, creditor payment, and asset distribution?

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Dispute Resolution8 questions

62. How should disputes be resolved?

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63. Which state's law will govern this agreement?

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64. What court, county, or arbitration seat will serve as the exclusive forum for disputes?

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65. May any party seek emergency injunctive or other equitable relief in court for IP, confidentiality, non-solicitation, equity transfer, or access-breach claims, without first completing mediation or arbitration?

66. Should the prevailing party in any dispute recover attorneys' fees, costs, and expert fees from the non-prevailing party?

67. How may this agreement be amended or waived?

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68. Which standard boilerplate provisions should the agreement include?

69. Will this document be signed electronically?optional

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Required - please read and check this box to generate:ArtiEsq provides self-help legal information and document automation. ArtiEsq is not a law firm, does not provide legal advice, and use of this product does not create an attorney-client relationship. You are responsible for reviewing the document and determining whether you should consult a licensed attorney for legal advice about your specific situation.

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