Founder Collaboration Agreement (UK) by Seedsummit
The Seedsummit Founder Collaboration Agreement is designed for potential founders to establish key terms before officially incorporating a startup company. It outlines how intellectual property developed during the collaboration will be assigned to the future company, details initial share ownership and vesting schedules, and includes provisions for confidentiality.
Explanatory Notes
It is possible to include a wide variety of other clauses in this agreement, including (1) a noncompete clause which would restrict the Collaborators from engaging in competitive activities or work with others that is in relation to the same Technology, (2) a non-solicit clause which would restrict the Collaborators from poaching clients or employees, (3) a dispute resolution clause, and (4) provisions to facilitate exit from the collaboration relationship, etc.
The clause that allowed a majority of the shareholders to force the other shareholders to sell the Start-Up Company has been deleted as this would be addressed in the Start-Up Company’s articles of association and any relevant agreement between the Collaborators following incorporation of the Start-Up Company. We have inserted a clause that allows the majority of the would-be shareholders of the Company to sell the Intellectual Property relating to the Technology if incorporation does not occur.
Note that the meaning of ‘successfully develop’ is highly subjective. In the event that one Collaborator leaves the collaboration and does not consider the Technology to have been successfully developed but the other Collaborators do so think, there are no criteria by which to adjudge whether the Technology has been successfully developed.
We have structured this to be signed as a deed rather than a simple agreement in order to avoid any potential issues arising from lack of consideration.
This template collaboration agreement can be used by potential founders to govern certain key terms before incorporation of a company. This template only covers the most basics terms in the relationship between potential founders and does not cover all bases and legal concepts. This template has been kept intentionally short. Potential founders who would like to have a more fulsome agreement should consider entering into a long-form agreement.
This document does not constitute legal advice. Parties should consult a lawyer in order to have this agreement properly tailored to the circumstances of the parties.
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
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England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
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