Free UK Founders Agreement & Vesting Schedule Template

FOUNDERS AGREEMENT

Co-founders' Agreement  ·  Vesting + Leaver + IP + Decision Matrix  ·  England And Wales  ·  2026-04-12

This Founders Agreement (the "Agreement") is made on 2026-04-12 between the Founders (each a "Founder") listed above and Lumenix AI Ltd (Companies House No. 15678901), a private limited company registered in England and Wales (the "Company"). The Founders are the co-founders of the Company's business and intend by this Agreement to: (a) allocate their founder shares; (b) impose vesting and leaver provisions to protect the Company against founder departure during the build-out; (c) assign their pre-existing and on-going intellectual property to the Company; (d) agree restrictive covenants protecting the Company's business; (e) agree a decision matrix for major Company actions; and (f) prepare the Company for institutional investment.

1.1 Share class. The Founders shall hold Ordinary shares in the Company, each of nominal value £0.001, ranking pari passu in all respects.

1.2 Allocation. The Founders shall hold (or, in the case of a pre-incorporation Agreement, be allotted on incorporation):
    (a) Maya Patel — 450,000 shares (45% of issued share capital);
    (b) James O'Connor — 350,000 shares (35% of issued share capital);
    (c) Adesola Okonkwo — 200,000 shares (20% of issued share capital);

aggregating 1,000,000 shares in total at the date of this Agreement (the "Founder Shares").

1.3 Holding structure. The Founder Shares are issued in full at incorporation / on the date of this Agreement under reverse vesting: the unvested portion is subject to the buyback mechanism in clause 4. This is the UK and US market standard for tax efficiency (avoids the ITEPA 2003 Part 7 "restricted securities" trap on later allotments).

1.4 Section 431 election. The Founders and the Company shall, within fourteen (14) days of issue (or the date of this Agreement, if later), enter into a joint election under section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 (to disapply the restricted securities regime and crystallise income tax on initial value).

1.5 EIS / SEIS qualification. The Company intends to qualify for SEIS / EIS investment under Parts 5 and 5A of the Income Tax Act 2007. The Founders acknowledge that holding more than 30% of share capital may affect personal eligibility under section 170 (SEIS) and section 163 (EIS), and shall take separate tax advice. The Company's share-issue activities shall be conducted so as to preserve SEIS / EIS qualification (HMRC Statement of Practice SP4/04).

2.1 Founder roles.
    (a) Maya Patel: Chief Executive Officer — leads strategy, fundraising, board and external partnerships.
    (b) James O'Connor: Chief Technology Officer — leads engineering, product architecture and engineering hiring.
    (c) Adesola Okonkwo: Chief Product Officer — leads product design, customer research and growth.

2.2 Commitment. Each Founder shall devote substantially all of their working time, attention and effort to the Company's business as their principal occupation. "Substantially all" means at least four (4) full working days per week on average.

2.3 Outside ventures. A Founder may engage in outside business activities only with the prior written consent of the Board (which consent shall not be unreasonably withheld) and subject to full written disclosure of the nature, time commitment and any potential conflict with the Company's business. Existing outside ventures must be disclosed in a schedule to this Agreement.

2.4 Director duties. Each Founder who is a director acknowledges their general statutory duties under sections 171-177 of the Companies Act 2006.

3.1 Uniform vesting schedule. Each Founder's Founder Shares vest over 4 years from the Vesting Commencement Date with a 12-month cliff. No shares vest before the cliff anniversary; on the cliff anniversary, 25% (= 12/48) of the Founder Shares vest in a single tranche; thereafter the balance vests in equal monthly instalments over the remainder of the vesting period.

3.2 Vesting Commencement Date. The Vesting Commencement Date is the date of this Agreement, save where a Founder commenced founding work before the date of this Agreement, in which case the Vesting Commencement Date for that Founder is the date on which they commenced founding work.

3.3 Mechanism. All Founder Shares are issued and outstanding at the Vesting Commencement Date but the Company has the right to buy back any unvested Founder Shares under the leaver mechanism in clause 4. Unvested Founder Shares carry the same dividend, voting and other rights as vested Founder Shares until buyback.

3.4 Double-trigger acceleration. If, within twelve (12) months following a Change of Control of the Company, the Founder's service to the Company is terminated by the Company without cause, or the Founder resigns for good reason (defined as a material adverse change in role, remuneration or location), all unvested Founder Shares shall vest in full and immediately. "Change of Control" means any person (or persons acting in concert) acquiring directly or indirectly more than fifty percent (50%) of the voting rights, or substantially all of the business or assets, of the Company. This double-trigger acceleration is the UK / VC market standard.

4.1 Good Leaver. A Founder is a "Good Leaver" if their service ceases by reason of: (a) death; (b) permanent illness or disability rendering them unable to perform their role for six (6) months; or (c) redundancy of their role.

4.2 Bad Leaver. A Founder is a "Bad Leaver" if their service ceases by reason of: (a) their material breach of this Agreement; or (b) summary termination by the Company for cause (gross misconduct, dishonesty, conviction for an indictable offence, persistent breach of directors' duties).

4.3 Buyback on Good Leaver. If a Founder is a Good Leaver, the Company (or, at the Company's direction, the other Founders pro rata) may by written notice within ninety (90) days of cessation elect to buy back the Founder's unvested Founder Shares at nominal value (£0.001 per share), and the Founder's vested Founder Shares at fair market value as determined by an independent valuer (a partner of a UK-top-30 accountancy firm) appointed jointly by the parties, or failing agreement, by the President of the Institute of Chartered Accountants in England and Wales.

4.4 Buyback on Bad Leaver. If a Founder is a Bad Leaver, the Company (or its nominee) shall buy back all of the Founder's Founder Shares (vested and unvested) at nominal value (£0.001 per share — i.e. effectively nil consideration).

4.5 Payment terms. The buyback price shall be paid in a single lump sum payable within thirty (30) days of the buyback Completion Date.

4.6 Intermediate Leaver (no fault). If a Founder ceases service for a reason that is neither a Good Leaver nor a Bad Leaver event, the parties shall negotiate in good faith. The default position (failing agreement) is that the unvested portion is bought back at nominal value, and the vested portion is bought back at fair market value.

4.7 Companies Act compliance. The buyback shall comply with Part 18 of the Companies Act 2006. If the Company has insufficient distributable reserves, the parties shall use reasonable endeavours to procure a permissible buyback out of capital under sections 709-723 of that Act, or buyback by a continuing Founder or a Founder-controlled entity.

5.1 Assignment. The Founder assigns to the Company with full title guarantee, with effect from the date of creation (or, where assignment of future works is not legally possible, on creation), all Intellectual Property Rights created by the Founder (alone or jointly) that relate to the business of the Company or to any products, services or technologies that the Company is developing or has plans to develop (the "Assigned IP"). This assignment includes all present and future copyright (under section 91 of the Copyright, Designs and Patents Act 1988), database rights, design rights, patent rights, trade marks, trade secrets and know-how. The Founder shall execute all further documents reasonably required to perfect the assignment.

5.2 Employee inventions. Any invention made by a Founder in the course of their normal duties shall belong to the Company under section 39(1) of the Patents Act 1977. The Founder waives any right to apply for compensation under section 40 of that Act in respect of inventions made before institutional investment.

5.3 Moral rights. The Founder waives all moral rights under Chapter IV of the Copyright, Designs and Patents Act 1988 in relation to the Assigned IP, to the extent permitted by law.

5.4 Pre-existing IP. Each Founder shall disclose in Schedule 2 all Intellectual Property Rights that they owned or co-owned before the Vesting Commencement Date and which may be relevant to the Company's business (the "Pre-Existing IP"). To the extent the Pre-Existing IP is used in or incorporated into the Company's products or services, the Founder grants the Company a perpetual, royalty-free, worldwide, non-exclusive licence to use, modify, exploit and sublicense it. Pre-Existing IP not disclosed in Schedule 2 is deemed assigned to the Company on the same terms as the Assigned IP.

5.5 AI-generated code provenance. Where a Founder uses generative AI tools (e.g. GitHub Copilot, ChatGPT, Claude) to create or assist in the creation of Assigned IP, the Founder shall maintain a contemporaneous log of (a) the AI tool and version used; (b) the model output retained; (c) any Company Confidential Information disclosed to a third-party AI service. The Founder shall not disclose Company Confidential Information to a third-party AI service that retains training data without the Board's prior written consent.

5.6 Cooperation. The Founder shall, at the Company's request and cost, do all things and execute all documents reasonably required to perfect the Company's title to the Assigned IP and to assist the Company in defending or enforcing it.

6.1 Non-compete. Each Founder shall not, for a period of 12 months after ceasing to hold any Founder Shares (or, if earlier, after ceasing service with the Company), directly or indirectly engage in any business that competes with the business of the Company as carried on at the date of cessation, within the United Kingdom. This restriction is reasonable to protect the Company's legitimate business interests per Tillman v Egon Zehnder Ltd [2019] UKSC 32.

6.2 Non-solicit (customers). Each Founder shall not, for a period of 18 months after cessation, solicit business from, or accept business from, any person who was a customer or prospective customer of the Company at any time during the twelve (12) months preceding cessation and with whom the Founder had material contact.

6.3 Non-solicit (employees). Each Founder shall not, for a period of 18 months after cessation, solicit or entice away any employee, director, consultant or contractor of the Company who was employed or engaged by the Company at any time during the six (6) months preceding cessation.

6.4 Non-deal. Each Founder shall not, for a period of 18 months after cessation, deal with any person who was a customer or supplier of the Company at any time during the twelve (12) months preceding cessation and with whom the Founder had material contact, in respect of any business that competes with the Company.

6.5 Severability. The covenants in this clause 6 are severable. If any restriction is held to be unenforceable, the parties intend the remainder to remain enforceable, applying the blue-pencil principles in Tillman v Egon Zehnder.

7.1 Day-to-day decisions. Day-to-day decisions are taken by the Board acting in accordance with the Company's articles of association.

7.2 Reserved Matters. The following matters require the prior consent of Founders holding at least seventy-five percent (75%) of the issued Founder Shares (or such other threshold as is then in force):

(a) amendment of the Company's articles of association;
(b) issue or buy-back of shares (other than under this Agreement);
(c) declaration or payment of any dividend or other distribution.
(d) incurring borrowings (in aggregate) above £100,000;
(e) entering into any contract with a value above £100,000;
(f) acquisition or disposal of any subsidiary or business;
(g) winding-up or appointment of administrator / liquidator;
(h) appointment or removal of statutory auditor;
(i) creation of any security over the Company's assets above £100,000;
(j) commencement or settlement of any litigation with a value above £50,000.

7.3 Tie-breaker. Where the Founders are unable to reach the required consent on a Reserved Matter within thirty (30) days, the parties shall use reasonable endeavours to mediate (via a CEDR or IDR mediator). If mediation does not produce agreement within sixty (60) days, the matter shall be referred to non-binding determination by an independent expert (a senior corporate lawyer of at least fifteen years' experience).

7.4 Drag-along. If Founders holding at least 75% of the Founder Shares approve a sale of the Company on bona fide arm's-length terms to an independent third-party purchaser, the remaining Founders shall be required to sell their Founder Shares on the same terms.

7.5 Tag-along. If any Founder (or group of Founders) proposes to transfer Founder Shares representing more than fifty percent (50%) of the issued capital to a third party, the remaining Founders shall have the right to require the transferee to acquire their Founder Shares on the same terms.

7.6 Pre-emption on new issues. Save as may be disapplied by Founder consent, any new issue of shares shall first be offered to existing Founders pro rata to their then-shareholding under sections 561-571 of the Companies Act 2006.

7.7 EIS / SEIS preservation. The Company shall use reasonable endeavours to maintain its eligibility under Parts 5 and 5A of the Income Tax Act 2007 until at least the third anniversary of any investor investment.

Each Founder shall keep confidential, and not use other than for the purposes of the Company's business, all confidential information of the Company (including financial information, trade secrets, business plans, customer lists, technology, source code, AI model weights and prompts) during their service with the Company and for 3 years after cessation of service or transfer of all Founder Shares (whichever is later). This clause does not apply to information that (a) is or becomes public other than through breach of this clause; (b) was lawfully in the Founder's possession before disclosure by the Company; (c) is required by law, court order or competent regulatory authority to be disclosed; or (d) is independently developed without reference to the Company's confidential information.

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.