Founder Collaboration Agreement (France) by Seedsummit
This Collaboration Agreement is designed for founders initiating a project before officially incorporating a company in France. It outlines the foundational terms of their collaboration, including commitments to transfer intellectual property rights to the future company, principles for capital structure and governance, and key provisions for a subsequent shareholders' agreement.
COLLABORATION AGREEMENT
The following template collaboration agreement is suitable for use between founders who starts working together on a project, before incorporating a company in France and signing the first shareholders’ agreement. This agreement sets out the basis upon which the founders will collaborate if the project is successfully launched, in particular, their commitment to transfer all IP rights they create to the benefit of the Company. Where necessary, the collaboration agreement includes a choice of suggested clauses (together with guidance notes).
The text in square brackets and highlighted in yellow indicates that information needs to be added or confirmed. Please ensure that all square brackets are completed and removed prior to signing the collaboration agreement.
This template collaboration agreement is not a substitute for legal advice and may need to be tailored to the circumstances of the founders, in order to maximize the legal protection it offers.
AMONG:
[FOUNDER 1], born on [*], in [*], of [*] nationality, residing in [*],
[FOUNDER 2], born on [*], in [*], of [*] nationality, residing in [*]
[…] [all founders shall be added to the collaboration agreement]
(the Parties numbered 1) to [*] above being hereinafter referred to, collectively, as the “Founders” or the “Parties” and, individually, as a “Founder” or a “Party” acting jointly but not severally),*
WHEREAS:
The Founders are at the origin of a project aiming at [description of the project] (the “Project”).
They contemplate to create a new company ( “NewCo”) to carry out the Project.
In this context, they have agreed, through the present agreement (the “Agreement”) to set out the basis upon which they have accepted to collaborate in the Project and, in particular, to define (i) the principles governing the capital structure and governance of NewCo, (ii) the specific commitments of the Founders , and (iii) the main terms of the future shareholders’ agreement to be entered into between the Founders.
Now it is hereby agreed as follows:
CREATION OF NEWCO
1.1 NewCo’s characteristics
The Founders undertake to carry out the Project through a new company, to be incorporated in France with the following characteristics:
Form | French [société par actions simplifiée]/[any other form to be specified] |
Corporate name | [corporate name to be specified, after checking availability] |
Share capital | [to be completed, no minimum required] |
Location of the registered office | [to be completed] |
Capital structure
NewCo’s share capital shall be allocated as follows upon incorporation:
Shareholders | # shares | % capital |
Founder 1 | [*] | [*]% |
Founder 2 | [*] | [*]% |
Founder 3 | [*] | [*]% |
Total | [*] | 100% |
[If the Founders agree to set up an ESOP plan] [After incorporation of NewCo, the Founders agree to vote in favor of a [*]% ESOP plan, to be allocated to the first key employees of NewCo].
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