Founders Agreement

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This Founders Agreement sets forth the rights and obligations of a company's original founders. It also sets out the name of the company and the role each founder will play in the business.

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This Founders Agreement sets forth the rights and obligations of the original founders of a company. This agreement sets forth the company name, its purpose and business scope and the role each founder plays within the business. It also sets out the company's share structure, liabilities and obligations of its founders and remedies in the event of breach of this agreement. It is imperative that this agreement be memorialized in writing. A written Founders Agreement will prove invaluable if there are disagreements, misunderstandings or litigation between a company's founders.

This Founders Agreement includes the following:
  • Founders: Names of all founders of the company who desire to set forth their respective rights and obligations;
  • Company Information: Sets forth the capacity that each founder has within the company, its name, purpose and scope;
  • Structure: Sets out the registered capital of the company, number of shares and face value of each share;
  • Directors: The directors are approved at a founder's meeting which can be convened at any time;
  • Liabilities/Obligations: Sets out the specific liabilities and obligations of each founder;
  • Dispute Resolution: Sets forth how any disputes between company founders will be resolved;
  • Signatures: This agreement must be signed by all founders of the company.

Protect your rights and your company by purchasing this attorney-prepared form.

This attorney-prepared package includes:
  1. General Information
  2. Instructions and Checklist
  3. Founders Agreement
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Founders Agreement

 

 

The Founders Agreement is entered into on the date of _______ among ___, _____, ____ and ____ (collectively “Founders”).
 
Recitals:
 
A.   The Founders wish to form a  company (“Company”) for the purpose of  _____________________; and
 
B.   The Founders wish to fix herein their respective rights and obligations, with respect to the Company and its future business, all in accordance with the terms and conditions detailed herein.
 
NOW, THEREFORE, in consideration of the above representations and understandings, and the promises and mutual agreements set forth below, the Founders agree, effective on the date of this Agreement, to the following terms and conditions:
 
1.   Incorporation: Each Founder agrees to incorporate a Company in the capacity of ______. The nature of the Company is ____________________________________.
 
2.   Name of the Company: The name of the Company is __________. Each party agrees that the name of the Company shall be subject to the name on advance approval letter approved by relevant industrial and commercial administration department.
 
3.   Purpose and business scope: The purpose of the Company is to ________________ (as per the Company business). Each Founder agrees to serve the Company as reasonably directed by its Board of Directors or its designee, consistent with the scope of expertise and other employment obligations of such Founder. Such services may include participation in the Company as a Director, Officer, Scientific Advisor, consultant, contractor and/or, with the agreement of the Founder, an employee. In all such cases, the terms and conditions of this Agreement will continue to be binding
 
4.   Registered capital and share structure: The registered capital of the Company is: ________________. The registered capital of the Company is divided into shares with equal amount and face value of share is: ______________. Share structure of the Company is: (amount of holding by each party, and proportion).
 
5.   Distribution of sponsors
(Detail of distribution, asset net value, proportion of conversion of share, total amount of conversion) Specific amount of distribution shall be evaluated by qualified evaluation agency and confirmed by relevant state assets management bureau.  If the result of evaluation is in accordance with the above engagement, the engagement in this article shall be final regulation; otherwise, the amount distribution of each party shall be approved by Founders meeting on the basis of result of evaluation and confirmation.
 
6.   Board of Directors: Each party agrees that the nomination of candidate of Board of Directors of the Company shall be on the basis of proportion of distribution.  The constitution of board of directors shall be approved by Founders meeting after delivering the distribution.
 
7.   Founders meeting: Each party agrees that items to be approved by Founders meeting and other important matters relating to the incorporation shall be approved by Founders meeting.  Founders meeting shall be convened by the presentation of all authorized person from each party and the resolution shall be effect by concert agreement by all authorized person from each party.
 
Any party has the right to request to convene the Founders meeting at anytime. Founders meeting shall be convened and presided over by __Company, which shall complete the convene work within 15 days after receiving the request of any party of convening the Founders meeting.
 
8.   Mobilization team: Each party agrees to establish mobilization team, which shall be authorized to handle with the procedural affairs relating to incorporation of the Company, including organizing agencies, drafting relevant documents, reporting relevant materials to authorities and handling with registration, etc. The member of mobilization team shall be approved by Founders meeting. Founders meeting shall be responsible to Founders meeting and report to it.
 
9.   Authorization: Each party agrees to, before incorporation of _____ Company, authorize __ Company to handle its all matters relating to incorporation of the Company on their behalf, including but not limited to employ relevant agencies, enter into agreement with agencies and connect with relevant government departments, etc.
 
10.   Promise and guarantee of Founder: Promise and guarantee of ___ Company to other parties.  The distribution ___ Company has been approved by relevant departments.  ___Company has the integrate, legal and effect right to the assets inputted in the Company and has no mortgage, guarantee and any other third party benefit.
 
11.   Liability and obligation of Founder:
11.1   The expense of incorporation of the Company shall be borne by each party according to respective proportion of distribution.  It shall be paid in advance by __ Company and returned from the mobilization fee after the incorporation.
11.2   Each party shall not return its distribution from the Company except that Company would not register to incorporate.
11.3   Each found agrees that following liabilities shall be borne joint liability by relevant Founders to creditor; however, it shall be in accordance with respective proportion of distribution.
11.3.1   Liability and expense occurred from the incorporation where the Company could not incorporate.
11.3.2   Any loss encountered by the Company due to Founders culpa during the incorporation.
 
12.   Termination: Each Founders arrangement to provide services to the Company may be terminated by the Company for any reason, with or without cause, upon the unanimous agreement of the Companys Board of Directors.
 
13.   Remedies in the Event of Breach: The Company and the Founders understand and agree that any breach or threatened breach by the Company or the Founders of any of the above provisions cannot be remedied solely by the recovery of damages, and in the event of any such breach or threatened breach, the Company or the Founders, as the case may be, shall be entitled to injunctive relief, restraining the Founders or the Company, as the case may be, and any business, firm, corporation, individual, or other entity participating in such breach or attempted breach from engaging in any activity which would constitute a breach. The Company and the Founders further agree that any dispute arising under the terms of this Agreement, other than a dispute that would be remedied by injunctive relief, shall be decided in accordance with the then current rules of the American Arbitration Association, and any arbitration award may be entered in a court of competent jurisdiction and enforced as a judgment thereof. Nothing herein, however, shall be construed as prohibiting the Company or the Founders from pursuing, in conjunction with an injunction or otherwise, any other remedies available in equity for any such breach or threatened breach, including the recovery of damages.
 
14.   Waiver: Any waiver of a breach of any of the terms of this Founders Agreement shall not operate as a waiver of any other breach of such terms or conditions or any other terms or conditions, nor shall any failure to enforce any provision of this Founders Agreement operate as a waiver of the provision or any other provision.
 
15.   Successors and Assigns:
The rights, benefits and obligations of the Company under this Agreement and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by or against its successors and assigns. This Agreement shall be binding upon Founders successors and assigns. Neither this Agreement nor any rights or obligations hereunder shall be assigned by Founder. The rights of the Purchasers hereunder shall inure to the benefit of the Purchasers assigns.
 
 
16.   Entire Agreement: This Agreement constitutes the entire agreement among the parties. This Agreement may not be amended or modified, except in a writing signed by all parties hereto.
 
17.   Severability: If any provision of this Founders Agreement or the application thereof is held invalid or unenforceable, the invalidity or unenforceability thereof shall not affect any other provisions or applications of this Agreement which can be given affect without the invalid or unenforceable provision or application. To that end, the provisions of this Agreement are to be severable.
 
18.   Dispute Resolution: Dispute incurred from the Agreement shall be solved through friendly negation.  If no agreement reached, any party has right to apply to people court which has jurisdiction of resolution.
 
 
FOUNDERS:
1.   ______________________
2.   ______________________
3.   ______________________
4.   ______________________
 
 
 
Number of Pages8
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43613
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Founders Agreement

 

 

The Founders Agreement is entered into on the date of _______ among ___, _____, ____ and ____ (collectively “Founders”).
 
Recitals:
 
A.   The Founders wish to form a  company (“Company”) for the purpose of  _____________________; and
 
B.   The Founders wish to fix herein their respective rights and obligations, with respect to the Company and its future business, all in accordance with the terms and conditions detailed herein.
 
NOW, THEREFORE, in consideration of the above representations and understandings, and the promises and mutual agreements set forth below, the Founders agree, effective on the date of this Agreement, to the following terms and conditions:
 
1.   Incorporation: Each Founder agrees to incorporate a Company in the capacity of ______. The nature of the Company is ____________________________________.
 
2.   Name of the Company: The name of the Company is __________. Each party agrees that the name of the Company shall be subject to the name on advance approval letter approved by relevant industrial and commercial administration department.
 
3.   Purpose and business scope: The purpose of the Company is to ________________ (as per the Company business). Each Founder agrees to serve the Company as reasonably directed by its Board of Directors or its designee, consistent with the scope of expertise and other employment obligations of such Founder. Such services may include participation in the Company as a Director, Officer, Scientific Advisor, consultant, contractor and/or, with the agreement of the Founder, an employee. In all such cases, the terms and conditions of this Agreement will continue to be binding
 
4.   Registered capital and share structure: The registered capital of the Company is: ________________. The registered capital of the Company is divided into shares with equal amount and face value of share is: ______________. Share structure of the Company is: (amount of holding by each party, and proportion).
 
5.   Distribution of sponsors
(Detail of distribution, asset net value, proportion of conversion of share, total amount of conversion) Specific amount of distribution shall be evaluated by qualified evaluation agency and confirmed by relevant state assets management bureau.  If the result of evaluation is in accordance with the above engagement, the engagement in this article shall be final regulation; otherwise, the amount distribution of each party shall be approved by Founders meeting on the basis of result of evaluation and confirmation.
 
6.   Board of Directors: Each party agrees that the nomination of candidate of Board of Directors of the Company shall be on the basis of proportion of distribution.  The constitution of board of directors shall be approved by Founders meeting after delivering the distribution.
 
7.   Founders meeting: Each party agrees that items to be approved by Founders meeting and other important matters relating to the incorporation shall be approved by Founders meeting.  Founders meeting shall be convened by the presentation of all authorized person from each party and the resolution shall be effect by concert agreement by all authorized person from each party.
 
Any party has the right to request to convene the Founders meeting at anytime. Founders meeting shall be convened and presided over by __Company, which shall complete the convene work within 15 days after receiving the request of any party of convening the Founders meeting.
 
8.   Mobilization team: Each party agrees to establish mobilization team, which shall be authorized to handle with the procedural affairs relating to incorporation of the Company, including organizing agencies, drafting relevant documents, reporting relevant materials to authorities and handling with registration, etc. The member of mobilization team shall be approved by Founders meeting. Founders meeting shall be responsible to Founders meeting and report to it.
 
9.   Authorization: Each party agrees to, before incorporation of _____ Company, authorize __ Company to handle its all matters relating to incorporation of the Company on their behalf, including but not limited to employ relevant agencies, enter into agreement with agencies and connect with relevant government departments, etc.
 
10.   Promise and guarantee of Founder: Promise and guarantee of ___ Company to other parties.  The distribution ___ Company has been approved by relevant departments.  ___Company has the integrate, legal and effect right to the assets inputted in the Company and has no mortgage, guarantee and any other third party benefit.
 
11.   Liability and obligation of Founder:
11.1   The expense of incorporation of the Company shall be borne by each party according to respective proportion of distribution.  It shall be paid in advance by __ Company and returned from the mobilization fee after the incorporation.
11.2   Each party shall not return its distribution from the Company except that Company would not register to incorporate.
11.3   Each found agrees that following liabilities shall be borne joint liability by relevant Founders to creditor; however, it shall be in accordance with respective proportion of distribution.
11.3.1   Liability and expense occurred from the incorporation where the Company could not incorporate.
11.3.2   Any loss encountered by the Company due to Founders culpa during the incorporation.
 
12.   Termination: Each Founders arrangement to provide services to the Company may be terminated by the Company for any reason, with or without cause, upon the unanimous agreement of the Companys Board of Directors.
 
13.   Remedies in the Event of Breach: The Company and the Founders understand and agree that any breach or threatened breach by the Company or the Founders of any of the above provisions cannot be remedied solely by the recovery of damages, and in the event of any such breach or threatened breach, the Company or the Founders, as the case may be, shall be entitled to injunctive relief, restraining the Founders or the Company, as the case may be, and any business, firm, corporation, individual, or other entity participating in such breach or attempted breach from engaging in any activity which would constitute a breach. The Company and the Founders further agree that any dispute arising under the terms of this Agreement, other than a dispute that would be remedied by injunctive relief, shall be decided in accordance with the then current rules of the American Arbitration Association, and any arbitration award may be entered in a court of competent jurisdiction and enforced as a judgment thereof. Nothing herein, however, shall be construed as prohibiting the Company or the Founders from pursuing, in conjunction with an injunction or otherwise, any other remedies available in equity for any such breach or threatened breach, including the recovery of damages.
 
14.   Waiver: Any waiver of a breach of any of the terms of this Founders Agreement shall not operate as a waiver of any other breach of such terms or conditions or any other terms or conditions, nor shall any failure to enforce any provision of this Founders Agreement operate as a waiver of the provision or any other provision.
 
15.   Successors and Assigns:
The rights, benefits and obligations of the Company under this Agreement and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by or against its successors and assigns. This Agreement shall be binding upon Founders successors and assigns. Neither this Agreement nor any rights or obligations hereunder shall be assigned by Founder. The rights of the Purchasers hereunder shall inure to the benefit of the Purchasers assigns.
 
 
16.   Entire Agreement: This Agreement constitutes the entire agreement among the parties. This Agreement may not be amended or modified, except in a writing signed by all parties hereto.
 
17.   Severability: If any provision of this Founders Agreement or the application thereof is held invalid or unenforceable, the invalidity or unenforceability thereof shall not affect any other provisions or applications of this Agreement which can be given affect without the invalid or unenforceable provision or application. To that end, the provisions of this Agreement are to be severable.
 
18.   Dispute Resolution: Dispute incurred from the Agreement shall be solved through friendly negation.  If no agreement reached, any party has right to apply to people court which has jurisdiction of resolution.
 
 
FOUNDERS:
1.   ______________________
2.   ______________________
3.   ______________________
4.   ______________________
 
 
 

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