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.
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