Free Corporate Templates

This document is an Amended and Restated Certificate of Incorporation, designed by the NVCA for venture-backed companies. It outlines the powers, preferences, and special rights of different classes of stock, such as Common and Preferred Stock, covering aspects like voting, dividends, and liquidation. The template also provides various options for deal provisions and discusses jurisdictional considerations, particularly for Delaware corporations with California connections.

This Pro Rata Agreement grants an investor the right to purchase their pro rata share of Standard Preferred Shares in a future equity financing. This right is granted in connection with the investor's purchase of a Simple Agreement for Future Equity (SAFE) with a Post-Money Valuation Cap. The agreement outlines the calculation of the pro rata share and conditions for termination of this right.

This Series A Preferred Stock Purchase Agreement outlines the terms for the purchase and sale of Series A Preferred Stock by a company to investors. It includes provisions for the purchase price, closing conditions, and detailed representations and warranties from the company. This agreement is a foundational document in a venture capital financing round, often accompanied by other transaction agreements like an Investors' Rights Agreement and a Voting Agreement.

This document is a template for the minutes of a board of directors meeting. It records the resolutions passed by the company's board to approve the sale of its entire issued share capital to a buyer. Key actions include the transfer of shares, the appointment and resignation of directors, and updates to bank mandates and company registers following the sale.

This Advance Subscription Agreement (ASA) is designed for companies seeking investment before a fixed valuation can be established. An investor provides funds in exchange for equity (shares) to be issued at a future date, typically upon the company's next priced funding round or a specified longstop date. It clarifies that an ASA is not a loan and does not accrue interest.

This Business Sale Agreement outlines the terms and conditions for the sale and purchase of a business, including its goodwill, assets, and internet properties. It details the purchase price, payment terms, closing procedures, and warranties provided by both the Seller and the Buyer. The agreement also includes conditions precedent that must be fulfilled before completion.

This template is an Intellectual Property Rights Assignment Agreement, designed for a founder or corporate officer to formally transfer all intellectual property rights for creations made during their tenure to the company. It outlines the scope of the assigned rights, including various types of IP like software, inventions, trademarks, and creative works. The agreement specifies that the assignment is gratuitous, acknowledging the founder's status.

This document is a General Partnership Agreement template designed to establish the terms and conditions for a business partnership. It covers essential aspects such as capital contributions, profit and loss distribution, management structure, and procedures for partner withdrawal or death. The agreement also includes clauses for confidentiality and non-compete obligations among partners.

This is a comprehensive bilingual (German/English) template for a permanent employment contract, designed for use under German law. It outlines essential terms such as job responsibilities, working hours, remuneration, vacation, and provisions for incapacity to work. The template also includes important clauses on confidentiality, non-compete, intellectual property, and termination, with references to relevant German statutes.