Our Master Start Up Founder Agreement is designed as a governance-first Founder Agreement, rather than an industry-specific or funding-specific agreement. It serves as the governing precedent from which any jurisdiction, jurisdiction-neutral, bootstrapped, venture-backed, AI, SaaS, fintech, healthcare and other startup variants can be derived through modular overlays rather than separate agreements. Addresses Common Legal issues. Builds master governance principles. Offers a scalable framework. Offers a master founder governance framework.
Table of Contents
Parties
Recitals
1. Guiding Principles
2. Interpretation and Definitions
2.1 Definitions
2.2 Order of Precedence
3. Founder Governance
3.1 Appointment.
3.2 General Duties
3.3 Allocation of Responsibilities
3.4 Delegated Authority
3.5 Governance Review
3.6 Standards of Conduct
4. FOUNDER EQUITY
4.1 Founder Equity
4.2 Nature of Founder Equity
4.3 Equity Register
4.4 Additional Equity
4.5 Employee Equity
5. VESTING
5.1 Purpose
5.2 Vesting Schedule
5.3 Suspension
5.4 Accelerated Vesting
5.5 Effect of Founder Separation
6. TRANSFER OF FOUNDER EQUITY
6.1 Restriction
6.2 Permitted Transfers
6.3 Registration
6.4 Encumbrances
7. DECISION-MAKING
7.1 Governance
7.2 Founder Meetings
7.3 Reserved Matters
7.4 Reliance Upon Delegated Authority
8. DEADLOCK
8.1 Deadlock
8.2 Good Faith Discussions
8.3 Mediation
8.4 Buy-Out
8.5 Continuing Obligations
9. FOUNDER SEPARATION
9.1 Founder Separation
9.2 Good Leaver and Bad Leaver
9.3 Good Leaver
9.4 Bad Leaver
9.5 Separation Procedure
9.6 Transition Obligations
10. BUY-BACK AND VALUATION
10.1 Buy-Back Right
10.2 Purchase Price
10.3 Fair Market Value
10.4 Completion
10.5 Payment
10.6 Further Assurances
11. COMPANY PROTECTION
11.1 Company Assets
11.2 Intellectual Property
11.3 Pre-Existing Intellectual Property
11.4 Third-Party Intellectual Property
11.5 Confidential Information
11.6 Digital Assets
11.7 Conflicts of Interest
11.8 Non-Solicitation
12. GENERAL PROVISIONS
12.1 Notices
12.2 Costs
12.3 Amendments
12.4 Assignment
12.5 Entire Agreement
12.6 Severability
12.7 Waiver
12.8 Governing Law and Dispute Resolution
12.9 Survival
12.10 Counterparts
12.11 Electronic Execution
EXECUTION
Annexures
ANNEXURE A
Founder and Company Particulars
Part A – Company Details
Part B – Founder Details
Part C – Emergency Contacts
ANNEXURE B
Governance Matrix
Part A – Founder Roles and Responsibilities
Part B – Delegated Authority
Part C – Reserved Matters
Part D – Governance Review
ANNEXURE C
Founder Equity, Vesting and Capitalisation Schedule
Part A – Founder Equity
Part B – Vesting Schedule
Part C – Employee Equity Incentive Pool
Part D – Capitalisation Schedule
ANNEXURE D
Founder Separation, Buy-Back and Valuation Schedule
Part A – Founder Separation Matrix
Part B – Buy-Back
Part C – Valuation
Part D – Completion
ANNEXURE E
Company Asset Register
Part A – Intellectual Property
Part B – Pre-Existing Intellectual Property
Part C – Digital Assets
Part D – Material Technology Assets
Part E – Material Commercial Assets
Part F – Critical Third-Party Dependencies
Part G – Governance Review
ANNEXURE F
Founder Exit and Business Continuity Checklist
Part A – Corporate Matters
Part B – Operational Handover
Part C – Company Assets
Part D – Technology (where applicable)
Part E – Financial Matters
Part F – Completion Certificate