Founders' Agreement Template
Pre-Incorporation Contract
IP Assignment
Equity & Vesting
Legal
Founders Agreement Template
Align your co-founders early with a founders agreement template that covers equity, roles, and vesting in one document everyone signs.
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Cover Details & Legal Preamble
Illustrative sample details appear throughout this draft. Replace them with the Founders' agreed terms before signing.
This Founders' Agreement Template (the "Agreement") is entered into by and among Alex Morgan and Jordan Lee (collectively, the "Founders"), effective as of September 30, 2026. The Founders are collaborating prior to formal incorporation to explore, develop, validate, finance, and commercialize Harbor Atlas, a software platform for coordinating small-business inventory and supplier orders (the "Business Concept").
In connection with the Business Concept, the Founders may conceive, create, reduce to practice, document, test, improve, or otherwise contribute software, source code, inventions, designs, product specifications, models, workflows, data structures, branding assets, domain concepts, confidential know-how, customer research, technical architecture, and other proprietary materials (collectively, the "Technology"). Until formation of the Company, the Founders acknowledge that such Business Concept and Technology are being developed collaboratively and are intended solely for transfer to the Company as provided in this Agreement.
The Founders intend to form a corporation in Delaware, including, where applicable, a Delaware or California corporation selected by the Founders and reflected in the final formation documents (the "Company"). Immediately upon formation, the Company shall become the sole and exclusive owner of the Business Concept, the Technology, and all related Intellectual Property in accordance with Section 1 below.
Operational Entity Notice: If the Founders operate temporarily through Harbor Atlas Labs LLC or any interim vehicle before formation of the Company, such interim entity is acknowledged to be administrative only and shall hold no underlying ownership rights in the Business Concept, the Technology, or related Intellectual Property unless expressly reassigned in a separate written instrument signed by all Founders.
- The Founders are entering this Agreement to reduce ambiguity before incorporation.
- The Business Concept and Technology are being developed solely for the benefit of the future Company.
- No Founder may claim personal ownership inconsistent with the transfer provisions of this Agreement.
- Any inconsistency between informal founder discussions and this Agreement shall be resolved in favor of this Agreement.
1. Transfer of Ownership to Company Upon Formation
1.1 Each Founder hereby irrevocably agrees that, immediately upon formation of the Company, such Founder shall grant, convey, assign, and transfer to the Company all right, title, and interest, whether now existing or later arising, in and to the Business Concept, the Technology, and all related intellectual property rights, including all patent rights, copyrights, trade secrets, mask works, moral rights to the maximum extent waivable, trademark rights, domain-related rights, data rights, and all registrations, applications, renewals, extensions, and claims associated therewith.
1.2 Each Founder shall execute and deliver any further assignments, declarations, powers of attorney, affidavits, waivers, confirmatory instruments, or other documents reasonably requested by the Company to perfect, record, maintain, enforce, or defend the Company's ownership rights. If any Founder fails or refuses to execute such documents, that Founder appoints the Company and its authorized officers as attorney-in-fact, coupled with an interest, solely for the limited purpose of effecting such transfer and perfecting title.
2. Initial Capital Contribution
Each Founder shall contribute the initial non-refundable capital, property, equipment, services, or other agreed value described below. Except as expressly approved in a written instrument signed by all Founders, no Founder shall be required to make any additional capital contribution, loan, guaranty, or financial advance to the collaboration or to the Company.
Founder | Contribution Type | Description | Agreed Value |
Alex Morgan | Services | Software engineering and product development | $20,000 |
Jordan Lee | Cash | Initial operating capital | $20,000 |
Additional capital contributions, bridge funding, reimbursement arrangements, or founder loans require mutual written consent signed by all Founders, including agreed economic treatment and repayment priority, if any.
3. Business and Ownership Structure Upon Formation
3.1 Equity Breakdown
Upon formation of the Company, and subject to applicable securities laws, board approval, and execution of customary restricted stock purchase or similar issuance documents, the Company shall issue shares to the Founders as follows:
Founder | Shares Allocated | Equity Percentage |
Alex Morgan | 5,000,000 | 50% |
Jordan Lee | 5,000,000 | 50% |
Any employee option pool, advisor equity reserve, or other incentive pool approved after formation shall dilute all Founders proportionally unless all affected parties agree otherwise in writing.
3.2 Vesting Schedule & Cliff
- Each Founder's equity shall vest over 4 years of consecutive service to the Company.
- No shares shall vest until completion of the 1-year cliff.
- On satisfaction of the cliff, the portion accrued through the cliff shall vest at once, and the remaining balance shall vest in substantially equal monthly installments thereafter, including by reference to a 1/48th monthly model where applicable.
- If a Founder ceases providing services before full vesting, all unvested shares shall be automatically subject to surrender, repurchase, cancellation, or return to the Company at the lower of original purchase price or fair market value, to the extent permitted by law and governing issuance documents.
3.3 Class, Series, and Voting Rights
Unless otherwise approved in writing by all Founders and reflected in the Company's governing documents, all founder-issued shares shall be of the same class or series and shall carry equal voting, economic, and distribution rights on a per-share basis.
4. Management Structure
4.1 Each Founder shall devote the level of time, attention, and effort agreed by the Founders in light of such Founder's designated role. A full-time Founder is expected to devote approximately 40 hours per week, and a part-time Founder shall devote the hours or scope separately approved in writing. Unless otherwise agreed, no salary, consulting fee, guaranteed draw, or reimbursement shall be owed before formation or financing except as specifically approved by all Founders in writing.
Day-to-Day Decisions
Ordinary operating matters, routine product development decisions, vendor coordination, scheduling, ordinary customer discussions, and other recurring actions may be made by majority founder vote or by the Chief Executive Officer if one has been designated by unanimous written founder approval.
Key Reserved Matters
Equity issuances, option pool creation, borrowing, banking authority changes, sale of the Company, amendment of formation documents, material contracts, hiring or termination of executive officers, founder compensation changes, and admission or removal of founders require unanimous founder consent before board delegation or, after formation, the board approval level stated in the governing documents.
Recordkeeping
Material founder decisions should be documented in writing through meeting minutes, unanimous consents, signed resolutions, or clearly preserved written communications sufficient to demonstrate approval authority and date.
Where a conflict exists between operational convenience and a reserved matter, the reserved-matter approval threshold controls.
5. Non-Compete and Confidentiality
5.1 Before incorporation, each Founder shall maintain strict confidentiality regarding the Business Concept, the Technology, product plans, customer discussions, data, market strategy, fundraising materials, source materials, and any other non-public information disclosed or developed in connection with the collaboration. No Founder shall disclose such information except on a strict need-to-know basis and only with prior mutual founder consent where external disclosure is involved.
6. Contractual Communication and Dispute Resolution
6.1 The Founders shall use commercially reasonable efforts to complete formation of the Company within 2 years after the effective date of this Agreement, unless extended by written consent signed by all Founders. If formation does not occur within that period, the Founders shall promptly confer in good faith regarding continuation, orderly wind-down, reassignment, or mutual release.
6.2 If the collaboration ends before or after formation, the Founders shall cooperate in good faith to separate responsibilities, preserve records, return property, and determine the division or assignment of assets, liabilities, work product, and reimbursement claims in a manner consistent with this Agreement, subsequent written approvals, and any final capitalization or incorporation documents then in effect.
6.3 Mediation Waiver: Any dispute arising out of or relating to this Agreement, the collaboration, the Business Concept, the Technology, founder conduct, ownership claims, or separation shall first be submitted to binding, confidential mediation in Wilmington, Delaware, United States before a mutually chosen mediator. The Founders shall share mediation costs equally unless otherwise awarded by the mediator, and each Founder expressly waives any right to litigate in court or to a jury trial except to the limited extent necessary to enforce a mediated resolution or where non-waivable law requires judicial intervention.
7. Representations and Warranties
- Each Founder represents that entering into this Agreement does not violate any employment agreement, consulting agreement, confidentiality obligation, non-compete restriction, non-solicit restriction, court order, or other binding commitment applicable to that Founder.
- Each Founder represents that such Founder has not knowingly incorporated third-party materials, code, data, trade secrets, or confidential information into the Business Concept or Technology without proper rights or authorization.
- Each Founder represents that such Founder is not subject to any undisclosed bankruptcy proceeding, insolvency restriction, criminal judgment involving fraud or dishonesty, or pending claim that would materially impair such Founder's ability to perform under this Agreement.
- Each Founder represents that all information provided to the other Founders regarding authority, ownership expectations, and material constraints is true and not misleading in any material respect.
8. Choice of Law
This Agreement shall be governed by and construed in accordance with the laws of Delaware, without regard to conflicts-of-law principles that would require the application of another jurisdiction's laws.
9. Amendment
No amendment, modification, waiver, or supplement of this Agreement shall be effective unless set forth in a written instrument expressly referencing this Agreement and signed by all Founders.
10. Resignation and Removal
Any Founder may resign upon not less than 30 days' prior written notice to the other Founders. Removal of a Founder from an active role, whether for cause or without cause, shall not alter the Company's or the remaining Founders' rights with respect to unvested equity, confidential information, assigned intellectual property, return of property, or reimbursement obligations.
To the extent any capital account, approved reimbursement, founder loan, or other authorized payout is owing at the time of resignation or removal, payment shall be handled in accordance with the Company's governing documents, applicable law, and any written founder approvals then in effect, after accounting for valid offsets, unreturned property, indemnity claims, and unvested equity treatment.
11. Severability
If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable while preserving the original intent as closely as possible.
12. Entire Agreement
This Agreement constitutes the entire agreement among the Founders with respect to its subject matter and supersedes all prior or contemporaneous oral or written understandings relating to pre-incorporation ownership, governance, confidentiality, capital contributions, and founder expectations concerning the Business Concept and Technology.
Execution Block
IN WITNESS WHEREOF, the undersigned Founders have executed this Agreement as of the dates set forth below and agree to be legally bound by its terms.
Additional founder signature pages may be appended as needed using the same execution format.
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Founders Agreement Template Overview
The conversations founders avoid having early are usually the ones that cause the most damage later. This founders agreement template walks through equity split, roles and responsibilities, vesting schedule, and what happens if a co-founder leaves, so a startup founders agreement gets the hard questions answered while the relationship is still good.
Once everyone agrees the terms, getting them signed shouldn't be the bottleneck. Each founder signs from the same link, and the record stays filed as the reference point if questions come up later.
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Who Benefits From Founders Agreement Template?
Early-stage founding teams use this agreement to align on the terms that matter most before the company grows.
First-Time Founder
Get equity and roles agreed in writing before the company takes on its first outside investment.
Co-Founder
Confirm what happens to unvested equity if a founder leaves the company early, before it becomes a dispute.
Startup Advisor
Guide a founding team through documenting terms they have discussed but never formally recorded.
Legal Counsel
Give a founding team a starting structure to build from instead of drafting founder terms from a blank page.
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Frequently Asked Questions
Everything you need to know about using this template
It should cover the equity split, each founder's role and responsibilities, a vesting schedule, and what happens if a founder leaves. A founders agreement template gives you these sections ready to fill in.
Yes. Founders agreement and co-founder agreement refer to the same document, and this template works for two or more founders.
Yes. Describe the founding team and the proposed terms, and the agreement comes back drafted in your branding, ready for you to shape further.
Yes. Every section is editable, so you can set vesting timelines, cliffs, and equity percentages specific to your founding team.
Yes. The agreement supports signatures from every founder directly inside the document, with the signed status and date recorded for each.
Yes. Duplicate the agreement to reflect a new founder joining or terms changing, keeping the structure and branding consistent.
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