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FOUNDERS AGREEMENT THIS AGREEMENT is entered into as of ______, 2011 by and among ______________ and _______________ (each a Founder

or a Party and together the Founders or Parties). WHEREAS, the Parties hereto desire to incorporate a company in the State of __________ under the name of __________ Inc. (the Company); and WHEREAS, each of the Parties hereto shall be a shareholder of the Company; NOW, THEREFORE, in consideration of the undertakings and the mutual covenants of the Parties hereinafter set forth, it is agreed as follows:


INCORPORATION OF THE COMPANY The Parties shall do all acts necessary to expeditiously effect the incorporation of the Company under _________ law.


MAIN PURPOSE The Companys purpose is to operate and market a business in the field of ___________________ (the Companys Business).

3. 3.1 3.2

INITIAL CAPITAL AND DISTRIBUTION OF SHARES & REVERSE VESTING The registered share capital of the Company shall be __________________ shares all of which shall be Common Stock of $__ par value each. Following incorporation of the Company, each of the parties shall subscribe for the shares of the Company and the Company shall issue to the parties, in consideration for the shares par value, such amount of Shares as set forth below: Name: ___________: __________ Shares of common stock. Name: __________ : _________ Shares of common stock.


The parties shall execute the Founders Restricted Stock Purchase Agreement attached hereto as Exhibit A which shall include the following reverse vesting schedule: __________ shares shall be released in equal monthly installments at the end of every month beginning as of ____________, and for a period of ________ months thereafter; Upon Termination of Employment, any remaining shares not vested shall be subject to a repurchase option of the Company at their initial purchase price. Termination of Employment shall mean the effective date of termination of the Founder's relationship with the Company, either (i) by the Founder as a result of his resignation; or (ii) by the Company, where the Company terminates the Founder's employment with or without cause.

4. 4.1

MANAGEMENT OF THE COMPANY BOARD OF DIRECTORS Each Founder agrees to vote all of his or her Shares having voting power (and any other Shares over which he or she exercises voting control), in connection with the election of Directors and to take such other actions as are necessary so as to fix the number of Directors to be no less than one (1) and to elect and continue in office as Directors the following: a person nominated by ___________, who shall initially be __________________, for so long as ___________________ continues to hold Shares; A person nominated by ____________, who shall initially be ____________, for so long as _______________ continues to hold Shares.

4.2 4.2.1


_______________ shall serve as the CEO of the Company and as its Chairman of the Board of Directors, for no consideration in accordance with the consulting agreement attached hereto as Exhibit B-1. _______________shall serve as VP R&D, for no consideration, in accordance with the consulting agreement attached hereto as Exhibit B-2. PROPRIETARY RIGHTS Each of the Founders agrees and hereby undertakes, immediately following the incorporation of the Company, to irrevocably assign all his rights in the Technology (as defined below) and in the any intellectual property related directly to the Technology (the IP Rights), if any such rights exist, to the Company, so that the owner of the Technology and the IP shall be the Company. Technology shall mean the technologies and the Companys intellectual property as of the date hereof, including but not limited to any developments, discoveries, techniques, inventions and improvements, methods, know-how, processes, formulae, data, data bases, computer programs, computer code, source code, software, hardware, patents, patent applications and all patentable materials, models, designs (whether registered or not), copyrights and all copyrightable materials, trade secrets, trademarks, trade names, proprietary information, concepts and ideas pertaining to any field whatsoever, service marks, trade secrets, domain name registrations, websites, technical know-how, developments, customer lists, methods, operations, copyright applications, logos, franchises, process instructions, permits, licenses and sublicenses (and agreements in respect thereof or applications therefor), patent, trademark and copyright prosecution histories, laboratory notebooks and all other proprietary rights, documents, information and records including, but not limited to, all filings, registrations or issuances of any of the foregoing with or by any federal, state, local or foreign regulatory, administrative or governmental office or offices, and all federal, state and common law rights protecting such in the United States of America and throughout the world in the Field. Field shall mean: ________________.




EXPENSES AND FINANCING The Company shall reimburse the Parties for any expenses incurred by them in the incorporation of the Company, which are approved in advance by

__________________, upon provision of appropriate documentation (Approved Expense), as soon as practicable after the consummation of a first round of financing. Until consummation of a first round of financing, Approved Expenses shall be deemed as a shareholders loan of a Party to the Company and shall bear an interest of 8% per annum from the date of incurring such expense. All such shareholders loans, and any accrued interest, shall be repaid to the Founders as soon as practicable after the consummation of the Companys first round of financing. Following incorporation the parties the Promissory Notes attached hereto as Exhibit C. 7. REPRESENTATIONS AND WARRANTIES OF THE PARTIES Each one of the Parties hereby represents and warrants the following:


CONSENTS AND CONTRACTUAL RESTRICTIONS No consents or approvals of any third party are required in connection with the execution and delivery of this Agreement or the performance of the transactions contemplated hereunder otherwise. No agreement or arrangement binding upon such Party restricts its ability to fulfill its obligations and responsibilities under this Agreement or any related agreement or to carry out the activities contemplated herein. No contract or agreement binding upon any Party restricts his/hers ability to fulfill his/hers obligations and responsibilities under this Agreement or any related agreement or to carry out the activities contemplated herein.


NO CLAIMS The Founders, nor any previous employer of any of the Founders, or any other entity with which any Founder is currently or was previously engaged in any capacity or any related entity, nor any of its employees, service providers and contractors have any claim for any right in the Technology or the IP Rights or any of the shares issued hereunder.


ACKNOWLEDGMENT The Parties acknowledge that they may be diluted as a result of investments and otherwise issuances of shares by the Company.

8. 8.1

MISCELLANEOUS ENTIRE AGREEMENT This Agreement, and any exhibits attached hereto, supersedes all agreements previously made between the Parties relating to its subject matter. There are no other understandings or agreements between them relating to such subject matter.



No delay or failure by a party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. 8.3 ASSIGNMENT This Agreement may not be assigned by any Party hereto without the prior written consent of the other Parties. 8.4 GOVERNING LAW AND JURISDICTION This Agreement shall be governed by and construed under the laws of the State of ____________Israel, without giving effect to principles of conflicts of laws thereof. The competent courts in _____________, shall have exclusive jurisdiction over any dispute arising in connection with this Agreement. 8.5 NOTICES All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered in person or sent by commercial delivery courier (such as UPS, Airborne, etc.) with written verification of receipt or by telecopy. A notice shall be deemed given: (a) when delivered by personal delivery (as evidenced by the receipt); (b) three (3) business days after having been sent by commercial delivery courier as evidenced by the written verification of receipt; or (c) on the date of confirmation if telecopied. If to ___________: Address: _______________ If to __________: Address: ________________ 8.6 AMENDMENT This Agreement may be amended or modified and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by the Parties. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the Parties actually executing such counterpart and all of which together shall constitute one instrument, it being understood that the Parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create valid and binding obligation of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof.


In Witness Whereof, the parties have executed this Agreement as of the date first above written.