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.
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 LLC, a Limited Liability Company (LLC) organized under the laws of the State of Delaware (the "Company"), and desire to set forth their respective rights, duties, and obligations in connection with the Company, 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 Company shall be managed by its Founders until such time as a Board of Directors or Managers is formally established (pursuant to DGCL §141(a) for corporations, or, for limited liability companies, the applicable state LLC act — e.g., Delaware LLC Act §18-402 or Revised Uniform Limited Liability Company Act §407). Each Founder shall devote their best efforts and substantially full-time attention to the business and affairs of the Company.
| Founder | Title / Role | Equity (%) |
|---|---|---|
| Alex Chen | Chief Executive Officer (CEO) | 45% |
| Sarah Park | Chief Technology Officer (CTO) | 35% |
| David Martinez | Chief Operating Officer (COO) | 20% |
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 by the Founders in accordance with the decision-making provisions of this Agreement.
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.
Unvested equity shall be subject to repurchase by the Company at the original issue price (or par value) in the event a Founder departs the Company for any reason prior to full vesting. Each Founder is strongly advised to consider filing an election under IRC §83(b) within thirty (30) days of the date such equity is issued, in order to be taxed on the fair market value of the shares at issuance (typically nominal) rather than as the shares vest over time; failure to timely file a §83(b) election is generally irreversible.
Any acceleration hereunder shall be implemented in a manner that preserves the intended tax treatment of the underlying equity (including IRC §83 treatment) and, where applicable, complies with IRC §280G (parachute payment rules) for changes of control.
The following major decisions shall require the unanimous consent of all Founders:
- Raising capital or issuing new equity
- Selling, merging, or dissolving the Company
Founder compensation shall be reviewed one (1) year after the effective date of this Agreement. Any changes to founder compensation shall 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.
Each Founder agrees to execute any documents and take any actions reasonably necessary to effectuate the foregoing assignment and to assist the Company in obtaining, maintaining, and enforcing intellectual property rights in the Company IP (including 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-Out: Notwithstanding the foregoing, this assignment does not apply to any invention that the Founder developed entirely on their own time without using the Company's equipment, supplies, facilities, or trade secret information, except for inventions that either (a) relate at the time of conception or reduction to practice to the Company's business or actual or demonstrably anticipated research or development, or (b) result from any work performed by the Founder for the Company, as required by California Labor Code §2870 and the analogous statutes of Delaware (19 Del. C. §805), Illinois (765 ILCS 1060/2), Kansas (K.S.A. §44-130), Minnesota (Minn. Stat. §181.78), North Carolina (N.C.G.S. §66-57.1), Utah (Utah Code §34-39-3), and Washington (RCW 49.44.140).
Pre-Existing IP: The following pre-existing intellectual property, patents, or software shall be retained by the respective Founders and are expressly excluded from any assignment under this Agreement:
Alex Chen: RoboControl v2.0 (robotics control framework)
Sarah Park: NeuralVision ML library (computer vision algorithms)
This confidentiality obligation shall survive the termination of this Agreement and each Founder's departure from the Company for a period of three (3) years, or for so long as the information remains confidential, whichever is longer.
Confidential Information includes, but is not limited to, business plans, financial data, customer lists, trade secrets, technical data, marketing strategies, product roadmaps, proprietary software, and any other information that is not publicly available. Trade secrets shall be protected in accordance with the Defend Trade Secrets Act, 18 U.S.C. §1836, and the applicable state's Uniform Trade Secrets Act.
DTSA Whistleblower Notice (18 U.S.C. §1833(b)): Notwithstanding the foregoing, each Founder is hereby notified that 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 in a lawsuit or other proceeding.
The parties acknowledge that enforceability of non-compete covenants varies substantially by jurisdiction: California (Bus. and Prof. Code §16600), North Dakota (N.D.C.C. §9-08-06), Oklahoma (15 O.S. §219A), and Minnesota (Minn. Stat. §181.988) substantially prohibit or restrict non-competes against employees; the FTC has promulgated a federal non-compete rule (16 C.F.R. Part 910) the scope and enforceability of which continue to evolve. If any provision of this non-compete clause is found to be unreasonable or unenforceable by a court of competent jurisdiction, the court may modify such provision to the minimum extent necessary to make it enforceable (to the extent "blue-penciling" is permitted under governing law).
Involuntary Removal: A Founder may be involuntarily removed from the Company by a vote of the remaining Founders.
Buyback Valuation: In the event the Company exercises a buyback right, the equity shall be valued at Fair Market Value as determined by mutual agreement or independent valuation (determined in a manner consistent with IRS Revenue Ruling 59-60). The Company shall have the right to pay the buyback price in installments over a period not to exceed twelve (12) months, subject to any capital-distribution limitations imposed by DGCL §160 (for corporations) or Delaware LLC Act §18-607 (for LLCs) and corresponding statutes of the state of formation.
Tag-Along Rights: If any Founder proposes to sell or transfer their equity interest to a third party, each other Founder shall have the right to participate in such sale on the same terms and conditions, on a pro-rata basis. The selling Founder must provide written notice of the proposed sale to all other Founders at least thirty (30) days prior to the closing of such transaction.
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
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
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
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
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
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.
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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