Founder Collaboration Agreement (UK) by Seedsummit

Founder Collaboration Agreement

This agreement is dated [effective date].

The undersigned (each a “Collaborator” and together the “Collaborators”) are collaborating with the purpose of developing as a team a business concept and related technology [technology description] (the “Technology”), which is to be transferred to and launched by a start-up company to be formed by the Collaborators (the “Start-Up Company”). In connection therewith, and for the purposes of setting out the basis upon which the Collaborators propose to proceed in their collaboration relating to the Technology, the undersigned Collaborators hereby agree as follows:

Assignment of Intellectual Property pertaining to the Technology to the Start-Up Company

Each Collaborator irrevocably grants and assigns to the Start-up Company upon its formation absolutely with full title guarantee all his or her right, title and interest in and to the Intellectual Property in relation to the Technology, including all ideas (however formed or unformed) and labour or work product that results from any task or work performed by any such Collaborator that relates to the Technology for the full term of such rights and all renewals and extensions.

Each Collaborator shall perform all further acts and deeds and execute all further documents and instruments as may from time to time be required by the Start-Up Company or the other Collaborators that are necessary or desirable, in the Start-Up Company’s or the other Collaborators’ sole discretion, to vest absolute legal and beneficial ownership of the Technology and perfect title of the Intellectual Property in the Start-Up Company.

The term “Intellectual Property” means all intellectual and industrial property related to the Technology and all rights therein including, without limiting the generality of the foregoing, all inventions, improvements, developments, discoveries, proprietary information, trademarks, trademark applications, trade names, websites, internet domain names, logos, slogans, know-how, trade secrets, processes, designs, database rights, works in which copyright may subsist (including computer software and preparatory and design materials therefore), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Share Ownership

Upon formation of the Start-Up Company, the entire issued share ownership of the Start-Up Company will be initially issued as follows:

Should the Collaborators wish to reserve shares for a share option pool, any such shares shall dilute all the Collaborators equally.

The shares to be issued to each Collaborator upon incorporation of the Start-Up Company shall be subject to a vesting schedule so that if any such Collaborator‘s relationship with the Start-Up Company terminates for any reason or terminates his or her relationship with the Start-Up Company or is terminated for cause during the two or three or four-year period from the date of issuance of the shares in the Start-Up Company or effective date of this agreement, the portion of such shares that have not yet vested shall be returned to the Start-Up Company in accordance with the following vesting schedule: [vesting schedule].

Sale of the Intellectual Property before Incorporation

If the Collaborators representing a majority of the shares that would be issued in the Start-Up Company if it were to be incorporated wish to sell the Intellectual Property to a third party, such Collaborators shall have the right to require the other Collaborators to participate in such sale in good faith on the same terms. This clause 3.1 shall expire upon incorporation of the Start-Up Company.

Confidentiality

A Collaborator shall not at any time use, disclose or communicate to any person whatsoever any Confidential Information which the Collaborator has or which the Collaborator may have come to possess.

The term “Confidential Information” means any trade/business secret, internal correspondence or communication, technical knowledge or know-how, financial information, plans, customer lists, vendor lists, pricing policies or strategies and procedures, marketing data, product data, and any formula or pattern or complication of information used in relation to the Technology or the relationship among the Collaborators described herein.

Incorporation of the Start-Up Company

Promptly following the execution of this agreement, the Collaborators shall cause the formation of the Start-Up Company as a [company type] organised under the laws of [governing law jurisdiction].

Each Collaborator hereby represents and warrants to the other Collaborators that he or she is not a party to any agreement or arrangement which would restrict such Collaborator’s ability to perform its obligations as set forth above and that no third party can claim any rights to the Intellectual Property or the Technology that is the subject of this agreement.

This agreement constitutes the entire agreement among the Collaborators with respect to the subject matter hereof and hereby cancels, supersedes, and replaces any and all prior oral or written agreements or undertakings among the Collaborators. This agreement may be varied or amended only by the mutual written consent of the Collaborators.

This agreement and any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with it will be governed by and construed in accordance with the laws of [governing law jurisdiction]. Each Collaborator irrevocably agrees to the non-exclusive jurisdiction of the courts of [governing law jurisdiction].

This agreement is executed as a deed and delivered on the date first stated above.

....................................... (witness signature)

[founder 1 witness name]

[founder 1 witness address]

[founder 1 witness occupation]

....................................... (witness signature)

[founder 2 witness name]

[founder 2 witness address]

[founder 2 witness occupation]

....................................... (witness signature)

[founder 3 witness name]

[founder 3 witness address]

[founder 3 witness occupation]