COFOUNDER AGREEMENT

This Agreement is made on [agreementDate] between:

(1) [founder1Name] of [founder1Address] ("Founder 1"); and

(2) [founder2Name] of [founder2Address] ("Founder 2")

(each a "Founder" and together the "Founders")

1. The Venture

1.1. The Founders are working together on a venture currently known as "[companyName]" (the "Venture"). The Venture's purpose is: [businessDescription].

1.2. The Founders intend to incorporate a UK private limited company to operate the Venture (the "Company") and to have this Agreement replaced by a Shareholders' Agreement and Articles of Association on incorporation.

2. Roles

2.1. [founder1Name] will serve as [founder1Role] on a full-time basis{{^founder1FullTime}}on a part-time basis as agreed{{/founder1FullTime}}.

2.2. [founder2Name] will serve as [founder2Role] on a full-time basis{{^founder2FullTime}}on a part-time basis as agreed{{/founder2FullTime}}.

3. Equity

3.1. The Founders agree the following equity split, to be reflected in the Company's share capital on incorporation (subject to clause 4 vesting):

- [founder1Name]: [founder1Equity]% - [founder2Name]: [founder2Equity]%

4. Vesting

4.1. Each Founder's shares will be subject to 4-year vesting with a 12-month cliff, calculated from the date this Agreement is signed.

4.2. Cliff: No shares vest if a Founder leaves before the end of month 12. The Founder forfeits all shares.

4.3. Vesting after the cliff: From the end of the cliff, shares vest in equal monthly instalments over the remaining 4-year period.

4.4. Departing Founder shares: If a Founder ceases to be actively engaged in the Venture for any reason before fully vested, the unvested portion of their shares is forfeited and either redistributed to remaining Founders pro rata or returned to a treasury reserved for future hires (the remaining Founders to decide).

4.5. Good-leaver / bad-leaver: A Founder dismissed for cause (fraud, gross misconduct, material breach) is treated as a "bad leaver" and forfeits ALL shares, vested and unvested. Otherwise the standard rules in clauses 4.1–4.4 apply.

5. Intellectual Property

5.1. Each Founder hereby assigns to the Venture (and to the Company on incorporation) all intellectual-property rights in any work created in connection with the Venture, including but not limited to source code, designs, brand assets, customer lists, technical specifications, know-how, business plans, and inventions.

5.2. Each Founder warrants they have the right to make this assignment, that the assigned IP does not infringe third-party rights, and that they will not assert any pre-existing IP claims against the Venture without prior written disclosure.

6. Decision making

6.1. Day-to-day operational decisions are made by the Founder in whose role they fall.

6.2. Material decisions (raising capital, hiring/firing, signing contracts above £10,000, selling the business, changing the Venture's direction, taking on debt, declaring dividends, issuing equity) require unanimous Founder consent.

7. Confidentiality

7.1. Each Founder will keep all Venture information strictly confidential and use it only for Venture purposes. This obligation survives termination of involvement.

8. Restrictive covenants

8.1. While engaged with the Venture and for 12 months after ceasing involvement, no Founder will:

(a) directly or indirectly compete with the Venture in the UK; (b) solicit or hire any employee, contractor, or customer of the Venture; (c) assist any competing venture.

9. Compensation

9.1. Until the Company has raised external capital or generated sustained revenue, no Founder takes a salary. Each bears their own personal expenses.

9.2. Reasonable Venture-related expenses (hosting, travel, software) approved in writing by both Founders are reimbursed from Venture funds when available.

10. Dispute resolution

10.1. The Founders will attempt in good faith to resolve any dispute by direct discussion within 14 days. If unresolved, the dispute will go to mediation under the CEDR Model Mediation Procedure before any litigation.

11. Termination of involvement

11.1. A Founder may terminate involvement on 3 months' written notice to the others. The vesting and IP assignment provisions in clauses 4 and 5 apply.

11.2. The Founders may unanimously remove a Founder for cause as defined in clause 4.5.

12. Governing law

12.1. This Agreement is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Signed by [founder1Name]:

Signature: _________________________ Date: ____________________________

Signed by [founder2Name]: