Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Founder Collaboration Agreement (France) by Seedsummit
The Seedsummit French Collaboration Agreement template governs the pre-incorporation relationship between startup founders working together on a project before forming a company (“NewCo”). It sets out terms on share structure, governance, IP transfer, confidentiality, and founder commitments, with guidance for incorporating standard French legal provisions and preparing a future 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 name], born on [founder 1 birth date], in [founder 1 birth place], of [founder 1 nationality] nationality, residing in [founder 1 residence],
[founder 2 name], born on [founder 2 birth date], in [founder 2 birth place], of [founder 2 nationality] nationality, residing in [founder 2 residence]
All founders shall be added to the collaboration agreement.
(the Parties numbered 1) to [number of founders] 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 [project description] (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
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 or [form of newco] |
Corporate name | [newco name] |
Share capital | [newco share capital] |
Location of the registered office | [newco registered office] |
Capital structure
NewCo’s share capital shall be allocated as follows upon incorporation:
Shareholders | # shares | % capital |
Founder 1 | [founder 1 shares] | [founder 1 percentage]% |
Founder 2 | [founder 2 shares] | [founder 2 percentage]% |
Founder 3 | [founder 3 shares] | [founder 3 percentage]% |
Total | [total shares] | 100% |
If the Founders agree to set up an ESOP plan.
This is a preview. The full template is free on GitLaw.
About this template
What is this template?
This is a pre-incorporation collaboration agreement that bridges the gap between an initial idea and a formal shareholders' agreement. It contains specific French corporate forms like the SAS and legal concepts such as 'avance en compte courant d’associé' and 'faute lourde'. It is not a final shareholders' agreement or an employment contract.
When should you use it?
Use this when you are working on a prototype or business plan with partners and need to secure intellectual property rights before incorporating. Use a Shareholders' Agreement instead once the company is formally registered with the Greffe du Tribunal de Commerce.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2.1 | NewCo’s characteristics | Obliges founders to incorporate a French société par actions simplifiée with a specific corporate name and registered office. |
| 2.2 | Capital structure | Defines the specific number and percentage of shares allocated to each founder and reserves an ESOP percentage for key employees. |
| 2.3 | Governance | Requires prior consent of a stated number of founders for important decisions including expenses exceeding a specific Euro threshold. |
| 3.2 | Intellectual Property | Requires founders to transfer all work-related IP rights to the company and register all trademarks under the name of NewCo. |
| 4 | CONFIDENTALITY | Prohibits disclosure of project technologies and customer data unless the information is already in the public domain. |
| 5 | SIGNATURE OF A SHAREHOLDERS’ AGREEMENT | Commitment to sign a shareholders' agreement containing a lock-up period and a 95% drag-along threshold. |
| 6.1 | Initial term | Sets the agreement duration for a stated number of years with automatic one-year renewals and a six-month termination notice. |
| 8 | APPLICABLE LAW - JURISDICTION | Designates the laws of France as governing law and submits disputes to a specific French Court of Appeal. |
Who it's for
- founders starting a collaborative project in France before formal company registration
- entrepreneurs needing to formalize IP ownership and equity splits prior to a first shareholders agreement
- partners establishing management roles and decision-making majorities for a future French SAS
How long it runs and how it's signed
How long
Runs for a fixed period
Stated duration
three (3)
Notice to end it
six (6) months
Survives the end
CONFIDENTALITY, Intellectual Property
Signed by
Founder 1, Founder 2
Witness
Not required
Notarisation
Not required
Also needed
file with French commercial court for incorporation
Law it's drafted under
Refers to
article 1195 of the French civil code
Refers to
article 1592 of the French Civil Code
Jurisdiction
France
Document info
GitLaw document. Document created on Fri Sep 26th, 2025. Last updated on Tue Aug 11th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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