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Free Founders Agreement Template

Protect your startup from co-founder disputes with a comprehensive founders agreement. Define equity splits, vesting schedules, IP assignment, roles, and departure terms with our professional US template.

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FOUNDERS' AGREEMENT
C-corporation · State Of Formation: Delaware
FOUNDER 1
Alex Chen
Chief Executive Officer (CEO)
FOUNDER 2
Sarah Park
Chief Technology Officer (CTO)
FOUNDER 3
David Martinez
Chief Operating Officer (COO)
NexGen Robotics, Inc.
C-Corp | Delaware | March 15, 2026
This Founders' Agreement (this "Agreement") is entered into as of March 15, 2026 by and among Alex Chen, Sarah Park, and David Martinez (each a "Founder" and collectively the "Founders") to establish the terms governing their relationship as co-founders of NexGen Robotics, Inc. (the "Company"), a C-Corporation organized (or to be organized) under the laws of the State of Delaware. The Founders agree as follows:
1.
RECITALS AND PARTIES
The following individuals are parties to this Agreement:
1. Alex Chen, Chief Executive Officer (CEO) (alex@nexgenrobotics.io)
2. Sarah Park, Chief Technology Officer (CTO) (sarah@nexgenrobotics.io)
3. David Martinez, Chief Operating Officer (COO) (david@nexgenrobotics.io)
The Founders have agreed to form and operate NexGen Robotics, Inc., a C-Corporation under the laws of the State of Delaware (the "Company"), and desire to set forth their respective rights, duties, and obligations, consistent with the fiduciary duties of care and loyalty recognized under applicable state law (see, e.g., Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985); In re Caremark Int'l Derivative Litig., 698 A.2d 959 (Del. Ch. 1996)). The internal affairs of the Company are governed by the law of its state of formation regardless of where it operates.
2.
COMPANY FORMATION
The Founders hereby agree to form (or confirm the formation of) NexGen Robotics, Inc. as a C-Corporation under the Delaware General Corporation Law, 8 Del. C. §§101 et seq. (board authority: DGCL §141(a)). The principal office of the Company shall be located at: 500 Innovation Drive, Suite 200, Wilmington, DE 19801.
The Company shall be managed by its Founders until a Board of Directors or Managers is formally established under the cited act. Each Founder shall devote their best efforts and substantially full-time attention to the business and affairs of the Company. Formation note: Delaware is the standard formation state for venture-backed startups: institutional investors routinely require a Delaware C-corporation before leading a priced round, and Delaware's Court of Chancery provides the deepest body of corporate-governance precedent.
3.
EQUITY ALLOCATION
The ownership interests in the Company shall be allocated among the Founders as follows:
FounderTitle / RoleEquity (%)
Alex ChenChief Executive Officer (CEO)45%
Sarah ParkChief Technology Officer (CTO)35%
David MartinezChief Operating Officer (COO)20%
The total equity allocation shall equal 100%. Any issuance of additional equity interests requires the approval of all Founders unless otherwise specified in this Agreement or the Company's governing documents, and shall rely on the exemption from registration provided by the Securities Act of 1933, 15 U.S.C. §77d(a)(2), Regulation D (17 C.F.R. §§230.501-508), and SEC Rule 701 (17 C.F.R. §230.701) for issuances to founders, employees, and consultants.
4.
INITIAL CONTRIBUTIONS
Each Founder shall make the following initial contributions to the Company:
Alex Chen: $100,000 cash, proprietary robotics control software, full-time services
Sarah Park: $75,000 cash, AI/ML expertise and proprietary algorithms, full-time services
David Martinez: $50,000 cash, operations and supply chain expertise, full-time services
Each Founder's initial contribution shall be documented in the Company's books and records. Additional capital contributions may be required from time to time as determined in accordance with the decision-making provisions of this Agreement.
5.
ROLES AND RESPONSIBILITIES
The Founders shall hold the following initial titles and responsibilities:
Alex Chen — Chief Executive Officer (CEO)
Sarah Park — Chief Technology Officer (CTO)
David Martinez — Chief Operating Officer (COO)
Each Founder shall devote substantially all of their professional time and effort to the business of the Company. No Founder shall engage in any other business activity that conflicts with or detracts from their duties to the Company without the prior written consent of the other Founders.
6.
VESTING SCHEDULE
Each Founder's equity interest shall be subject to a vesting schedule of four (4) years. There shall be a cliff period of one (1) year, during which no equity shall vest. Upon completion of the cliff period, 25% of each Founder's equity shall vest immediately, with the remaining equity vesting in equal monthly installments over the balance of the vesting period.
Unvested equity is subject to repurchase by the Company at the LOWER of original cost (or par value) and fair market value if a Founder departs for any reason before full vesting — the market-standard mechanism that investors expect to see at a priced round. Vesting protects every Founder: without it, a co-founder could leave after three months and keep their full stake while the others build the business.
7.
SECTION 83(B) ELECTION
Because each Founder's equity is subject to vesting (a "substantial risk of forfeiture"), each Founder shall make a timely election under I.R.C. §83(b) with respect to all restricted equity received, and shall deliver evidence of filing to the Company.
Hard deadline: The election MUST be filed within thirty (30) days of the date the equity is transferred — the deadline is jurisdictional, admits NO extensions or relief for late filing, and a missed deadline is irreversible.
How to file: Use standardized IRS Form 15620 (introduced November 2024; current revision April 2025). Since mid-2025 the IRS accepts online filing of Form 15620 through the taxpayer's IRS online account (ID.me verification) — the IRS's preferred method, which returns a downloadable confirmation copy. Alternatively, the form may be mailed to the IRS office where the Founder files their return; use only ONE method. A copy of the filed election shall in all cases be delivered to the Company for its records.
Why it matters: With the election, the Founder is taxed once, at grant, on the (typically nominal) fair market value of the equity, and all later appreciation is taxed as capital gain on sale. WITHOUT the election, each vesting tranche is taxed as ordinary income at its then-current value — potentially an enormous, illiquid tax bill as the Company grows. Each Founder remains solely responsible for their own tax position and is advised to consult a tax advisor.
8.
ACCELERATION
Acceleration on Termination: Double Trigger - acceleration requires both a change of control and termination without cause.
Any acceleration shall be implemented in a manner that preserves the intended tax treatment of the underlying equity (including I.R.C. §83 treatment) and, where applicable, complies with I.R.C. §280G (golden-parachute rules) on a change of control.
9.
ANTI-DILUTION PROTECTION
Each Founder shall be entitled to Weighted Average anti-dilution protection. If the Company issues additional equity at a price per share lower than the price paid by the Founders, the Founders' equity shall be adjusted pursuant to the weighted average method to protect against dilution of their ownership interests.
10.
DECISION-MAKING
Day-to-day business decisions of the Company shall be made by unanimous consent of all Founders.
The following major decisions shall require the unanimous consent of all Founders:
  • Raising capital or issuing new equity
  • Selling, merging, or dissolving the Company
11.
COMPENSATION
Initial Compensation: No salary during the initial period.
Founder compensation shall be reviewed one (1) year after the effective date of this Agreement. Any changes to founder compensation require the approval of all Founders.
All Founders shall be reimbursed for reasonable, pre-approved business expenses incurred on behalf of the Company, subject to documentation requirements established by the Company.
12.
INTELLECTUAL PROPERTY ASSIGNMENT
Each Founder hereby irrevocably assigns to the Company all right, title, and interest in and to any and all intellectual property, inventions, discoveries, developments, improvements, works of authorship, trade secrets, and know-how created, conceived, developed, or reduced to practice by such Founder, solely or jointly, during the term of their involvement with the Company and relating to the Company's business ("Company IP"). Works of authorship prepared within the scope of a Founder's engagement are intended to be "works made for hire" under 17 U.S.C. §101; to the extent any such works do not so qualify, this Section operates as a present assignment of all rights therein.
Each Founder shall execute any documents and take any actions reasonably necessary to perfect the assignment and to assist the Company in obtaining and enforcing IP rights (patent assignments under 35 U.S.C. §261, trademark assignments under 15 U.S.C. §1060, and trade-secret protection under the Defend Trade Secrets Act, 18 U.S.C. §1836).
Statutory carve-outs (general): Several states limit invention assignment by statute — California (Lab. Code §2870, with the §2872 written notice), Washington (RCW 49.44.140), Illinois (765 ILCS 1060/2), Minnesota (§181.78), North Carolina (§66-57.1), Delaware (19 Del. C. §805), Kansas (K.S.A. §44-130), Utah (§34-39-3), and New Jersey — protecting inventions made entirely on the Founder's own time without company resources and unrelated to the business. Where Delaware has such a statute, this assignment is construed to honor it.
Pre-Existing IP: The following pre-existing intellectual property is retained by the respective Founders and expressly excluded from any assignment under this Agreement:
Alex Chen: RoboControl v2.0 (robotics control framework)
Sarah Park: NeuralVision ML library (computer vision algorithms)
13.
CONFIDENTIALITY
Each Founder acknowledges access to confidential and proprietary information of the Company ("Confidential Information") and agrees to hold all Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Company.
This obligation survives the termination of this Agreement and each Founder's departure for a period of three (3) years, or for so long as the information remains confidential, whichever is longer.
Confidential Information includes business plans, financial data, customer lists, trade secrets, technical data, marketing strategies, product roadmaps, and proprietary software. Trade secrets are protected under the Defend Trade Secrets Act, 18 U.S.C. §1836, and the applicable Uniform Trade Secrets Act (applicable state Uniform Trade Secrets Act).
DTSA Whistleblower Notice (18 U.S.C. §1833(b)): An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed under seal.
14.
NON-COMPETE
During the term of their involvement with the Company, no Founder shall directly or indirectly engage in, own, manage, operate, consult with, or provide services to any business that competes with the Company, without the prior written consent of all other Founders. While a Founder remains engaged, this restriction rests on the fiduciary duty of loyalty and is enforceable in every state — including total-ban states.
State enforceability (Delaware): Restrictive covenants in Delaware are reviewed under applicable state common-law reasonableness; the parties intend this covenant to be reasonable in duration, geography, and scope, supported by the equity consideration each Founder receives. The FTC Non-Compete Rule was vacated nationwide in Ryan, LLC v. FTC (N.D. Tex. 2024) and removed from 16 C.F.R. Part 910 effective February 12, 2026; no federal rule currently bars founder covenants. If any provision is found overbroad, a court may modify it to the minimum extent necessary to make it enforceable, to the extent governing law permits.
15.
NON-SOLICITATION
For a period of one (1) year following a Founder's departure from the Company, such Founder shall not directly or indirectly solicit, recruit, or hire any employee, contractor, customer, or client of the Company, or induce any such person to terminate their relationship with the Company.
16.
DEPARTURE AND BUYBACK
Voluntary Departure: In the event a Founder voluntarily departs the Company, the Founder retains all vested equity and forfeits all unvested equity. Any unvested equity is automatically forfeited and returned to the Company.
Involuntary Removal: A Founder may be involuntarily removed by a vote of the remaining Founders.
Buyback Valuation: If the Company exercises a buyback right, the equity shall be valued at Fair Market Value as determined by mutual agreement or independent valuation (determined consistently with IRS Revenue Ruling 59-60). The Company may pay the buyback price in installments over up to twelve (12) months, subject to the capital-distribution limitations of the state of formation (e.g., DGCL §160 for corporations; 6 Del. C. §18-607 for Delaware LLCs).
17.
GOOD LEAVER / BAD LEAVER
The consequences of a Founder's departure depend on its circumstances:
Good Leaver — departure by reason of death, permanent disability, termination by the Company without Cause, or resignation with the written consent of all other Founders. A Good Leaver (or their estate) RETAINS all vested equity, and the Company's repurchase option over vested equity may be exercised only at full Fair Market Value.
Bad Leaver — departure by reason of removal for Cause, resignation without consent before the end of the vesting period, or a material breach of the restrictive covenants in this Agreement. A Bad Leaver forfeits all unvested equity, and the Company may repurchase the Bad Leaver's VESTED equity at the LOWER of original cost and Fair Market Value.
The classification shall be made in good faith by the disinterested Founders (or the Board, once constituted); a disputed classification is resolved under the Dispute Resolution clause. These provisions are the contractual backbone that keeps a departing co-founder from walking away with a stake the remaining team must then buy back at full price.
18.
RIGHT OF FIRST REFUSAL
No Founder shall transfer, sell, assign, pledge, or otherwise dispose of any ownership interest without first offering it to the Company and the other Founders on the same terms as the proposed transfer ("Right of First Refusal"). The Company has thirty (30) days from written notice to exercise; the remaining Founders then have fifteen (15) days, pro rata. If neither exercises, the transferring Founder may complete the transfer on the noticed terms. This restriction is a reasonable restraint of the kind routinely enforced when conspicuously noted on the certificate or instrument evidencing the equity (e.g., DGCL §202 and analogous state provisions), and any transferee must execute a joinder to this Agreement.
19.
DRAG-ALONG AND TAG-ALONG RIGHTS
Drag-Along Rights: If Founders holding a majority of the equity approve a sale, merger, or other change-of-control transaction, all Founders shall participate and consent on the same terms. No Founder may unreasonably withhold consent to a transaction approved by the requisite majority.
Tag-Along Rights: If any Founder proposes to sell their equity to a third party, each other Founder may participate in the sale on the same terms, pro rata. The selling Founder must give written notice at least thirty (30) days before closing.
20.
DISPUTE RESOLUTION
Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by Binding arbitration. Arbitration shall be conducted under the rules of the American Arbitration Association in the State of Delaware and is enforceable under the Federal Arbitration Act, 9 U.S.C. §§1-16. The award is final and binding, and judgment may be entered in any court of competent jurisdiction.
21.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-laws principles; the internal affairs of the Company are governed by the law of the state of formation. Any legal action arising under this Agreement shall be brought exclusively in the courts located in the State of Delaware, and the Founders consent to personal jurisdiction and venue therein.
22.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement among the Founders with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment is valid unless made in writing and signed by all Founders. If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
FOUNDER 1
Alex Chen
Chief Executive Officer (CEO)
Date: ____________________
FOUNDER 2
Sarah Park
Chief Technology Officer (CTO)
Date: ____________________
FOUNDER 3
David Martinez
Chief Operating Officer (COO)
Date: ____________________

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What Is a Founders Agreement?

A founders agreement is a legally binding contract between the co-founders of a U.S. startup or business that establishes the fundamental terms of their working relationship. It defines who owns what percentage of the American company, how decisions are made, what each founder contributes, and what happens if a founder leaves. This agreement is one of the most important documents a startup can create.

Without a founders agreement, co-founders are left without clear rules for equity ownership, decision-making authority, intellectual property rights, and departure terms. These ambiguities are among the leading causes of U.S. startup failure. American investor due diligence almost always requires a founders agreement, and its absence can delay or prevent funding rounds.

A well-drafted U.S. founders agreement protects every co-founder by putting expectations in writing from the start. It covers equity splits and vesting schedules, roles and responsibilities, IP assignment, compensation, non-compete terms, and dispute resolution. By addressing these issues early, American founders can focus on building their business instead of worrying about potential conflicts.

What's Covered in This Template

Doxuno's founders agreement template includes all essential sections needed to establish a clear and enforceable partnership between co-founders. Each section can be customized to match your startup's specific needs and structure.

Company Information

Founder Details

Vesting Schedule

Equity Split

IP Assignment

Decision-Making

Compensation

Confidentiality

Non-Compete Terms

Departure Terms

Buyback Rights

Dispute Resolution

How to Create a Founders Agreement

Creating a founders agreement does not have to be complicated. Our template walks you through each critical section so you and your co-founders can establish clear terms quickly. Follow these five steps to build a comprehensive agreement for your startup.

  1. 1

    Define the Company and Founders

    Enter the company name, entity type (LLC, C-Corp, S-Corp, or Partnership), state of formation, and principal office address. Add each founder's full name, title or role, email address, equity percentage, and initial contribution. The template supports two or three co-founders.

  2. 2

    Set Equity Splits and Vesting

    Assign each founder their ownership percentage and choose a vesting schedule. Options include the industry-standard 4-year schedule, a 3-year schedule, 1-year cliff only, or immediate vesting. Configure the cliff period and set acceleration triggers for termination or company sale events.

  3. 3

    Establish Roles and Decision-Making

    Define how the company makes decisions: unanimous consent, majority vote, or CEO authority for daily operations. Specify which major decisions require full agreement, such as fundraising, hiring key employees, pivoting the business, or selling the company. Set spending authority limits per founder.

  4. 4

    Configure IP and Confidentiality Terms

    Choose whether all founder-created intellectual property is assigned to the company or only specified IP. List any pre-existing IP that founders retain ownership of. Set confidentiality obligations and define non-compete and non-solicitation restrictions that apply during and after involvement.

  5. 5

    Set Departure and Dispute Terms

    Define what happens to a departing founder's equity, whether vested shares are kept, bought back, or purchased at fair market value. Establish the involuntary removal process, buyback valuation method, right of first refusal, drag-along and tag-along rights, and choose how disputes are resolved.

Why Doxuno documents are different

Four things that make our templates more thorough than AI-generated drafts and more current than static template libraries.

Accurate

Country-specific legal content

Drafted with legal expertise for each jurisdiction, far more thorough than AI-generated drafts that copy generic clauses across borders.

Always current

Always current with the law

Templates carrying statute references are continuously updated as the law changes. Your document always reflects the current legal framework.

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Free to download. Vector text, embedded fonts, statute citations baked in. Print, sign, file. Ready for any signing flow including electronic signature.

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Continue editing in Word after download. Add custom clauses, reuse the template for similar agreements, or share with a colleague for collaborative review.

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Legal Considerations for US Founders Agreements

A founders agreement is a critical document that sets the legal foundation for a startup. Understanding key legal principles helps you create an agreement that protects all co-founders and positions the company for growth, investment, and long-term success.

This template is provided for informational purposes and does not constitute legal advice. For complex equity structures or multi-state operations, consult a licensed attorney in your jurisdiction.

Reviewed by legal professionals. The content on this page and the template clauses have been reviewed by licensed attorneys in the United States to ensure accuracy and legal soundness for standard founders agreement scenarios.

Vesting Protects All Founders

Vesting is the most important mechanism in a U.S. founders agreement. It ensures that equity is earned over time rather than granted all at once. If a founder leaves early without vesting, they could walk away with a significant ownership stake despite minimal contribution. The standard 4-year vesting schedule with a 1-year cliff is expected by nearly all American investors and protects the remaining founders from an early departure scenario.

IP Assignment Is Non-Negotiable for Startups

Every U.S. founders agreement should include clear intellectual property assignment provisions. Without IP assignment, a departing founder could claim ownership of critical code, designs, or inventions they created. American investors and acquirers will conduct IP due diligence, and unclear ownership can kill a deal. Make sure to list any pre-existing IP that founders retain so there is no ambiguity about what belongs to the company.

State Law Variations

Non-compete and non-solicitation enforceability varies significantly by U.S. state. California, for example, generally prohibits non-compete agreements for employees. Some American states require reasonable geographic and time limitations. The governing law clause in your agreement determines which state's laws apply. Delaware is commonly chosen for its well-developed U.S. business law, but founders should consult an attorney about their specific state requirements.

Frequently Asked Questions

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