Founder Collaboration Agreement (UK) by Seedsummit
Updated 25 October 2025
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
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:
Name | Ownership |
[founder 1] | [founder 1 ownership] |
[founder 2] | [founder 2 ownership] |
[founder 3] | [founder 3 ownership] |
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.
SIGNED as a DEED by [founder 1] | ) | ................................ |
....................................... (witness signature)
[founder 1 witness name]
[founder 1 witness address]
[founder 1 witness occupation]
SIGNED as a DEED by [founder 2] | ) | ................................ |
....................................... (witness signature)
[founder 2 witness name]
[founder 2 witness address]
[founder 2 witness occupation]
SIGNED as a DEED by [founder 3] | ) | ................................ |
....................................... (witness signature)
[founder 3 witness name]
[founder 3 witness address]
[founder 3 witness occupation]
Duplicate the signature block as required for the number of parties
About this template
What is this template?
Founder Collaboration Agreement (UK) by Seedsummit is a free, ready-to-use Joint Venture Agreements template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.
When should you use it?
Reach for this Joint Venture Agreements template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. This version is drafted with England & Wales in mind, though you should always review the final wording against the laws that apply to you.
What's typically included?
A well-drafted Joint Venture Agreements usually sets out the parties involved, the scope of the agreement, and each side's rights and responsibilities. Expect sections covering key terms and definitions, how long the agreement lasts, how it can be ended, and what happens if something goes wrong. This template brings those building blocks together in a sensible order, so you can focus on the specifics rather than worrying about what to include. Open it to read the full document, then sign up to edit, negotiate, and e-sign it directly in GitLaw.