FOUNDERS’ AGREEMENT

This Founders’ Agreement (“Agreement”) is executed on {{f1_date}} (“Effective Date”)

PARTIES

{{f2_name_of_founder_1}}, an Indian citizen, residing at {{f3_address_of_founder_1}} (“Founder 1”);

{{f4_name_of_founder_2}}, an Indian citizen, residing at {{f5_address_of_founder_2}} (“Founder 2”);

(Founder 1 and Founder 2 are hereinafter collectively referred to as the “Founders”).

{{f6_name_of_company}}, a company incorporated under the Companies Act, 2013, having its registered office at {{f7_registered_office_address}} (“Company”).

The Founders and the Company are hereinafter collectively referred to as the “Parties”.

1. BACKGROUND AND PURPOSE

1.1. The Founders have incorporated the Company for the purpose of carrying on the business of {{f8_precise_description_of_business_activity}} (“Business”).

1.2. This Agreement records the binding understanding between the Founders regarding ownership, management, vesting, restrictions, and exit, and shall prevail inter se the Founders, subject to Applicable Law and the articles of association of the Company.

2. SHARE CAPITAL AND INITIAL SHAREHOLDING

2.1. The authorised share capital of the Company is {{f9_authorised_share_capital}} divided into equity shares of face value {{f10_face_value}} each.

2.2. The issued and paid-up share capital as on the Effective Date is {{f11_paid_up_share_capital}}.

2.3. The initial shareholding of the Founders shall be as follows:

Founder	No. of Shares	Percentage
{{f12_founder_name}}	{{f13_number}}	{{f14_field}}
{{f15_founder_name}}	{{f16_number}}	{{f17_field}}

3. ROLES, DESIGNATIONS, AND DECISION-MAKING

3.1. The Founders shall hold the following executive roles:
(a) {{f18_founder_name}} – {{f19_designation}} (primary responsibility: {{f20_function}});
(b) {{f21_founder_name}} – {{f22_designation}} (primary responsibility: {{f23_function}}).

3.2. Day-to-day operational decisions shall be taken jointly unless otherwise delegated in writing.

3.3. The following matters shall require unanimous written consent of all Founders:
(a) issuance of new securities;
(b) change in Business model;
(c) borrowing beyond {{f24_threshold_amount}};
(d) appointment or removal of key managerial personnel;
(e) entry into any transaction outside ordinary course of business.

4. TIME COMMITMENT AND EXCLUSIVITY

4.1. Each Founder shall devote full working time and attention exclusively to the Business.

4.2. No Founder shall, during the term of this Agreement, engage in any other business, employment, or advisory role without prior written consent of the other Founder(s).

5. VESTING OF FOUNDER SHARES

5.1. Founder shares shall vest over {{f25_total_vesting_period}} on a straight-line basis.

5.2. A cliff of {{f26_cliff_period}} shall apply from the Effective Date, and no shares shall vest prior to completion of the cliff.

5.3. Upon cessation of association:
(a) vested shares shall be retained by the Founder;
(b) unvested shares shall be subject to compulsory transfer to the Company or remaining Founder(s) at {{f27_buyback_price_mechanism}}, in compliance with Applicable Law.

6. TRANSFER RESTRICTIONS

6.1. No Founder shall transfer any shares except:
(a) after offering such shares under right of first refusal to the other Founder(s);
(b) in accordance with tag-along and drag-along rights set out below.

6.2. Tag-along: If a Founder proposes to sell more than {{f28_threshold}}, the other Founder(s) shall have a right to participate pro rata.

6.3. Drag-along: Upon approval of Founders holding {{f29_threshold}}, all Founders shall be bound to sell their shares on identical terms.

7. CONFIDENTIALITY

7.1. All technical, commercial, financial, and strategic information relating to the Company shall constitute Confidential Information.

7.2. Confidentiality obligations shall survive termination of this Agreement for {{f30_survival_period}}.

8. INTELLECTUAL PROPERTY

8.1. All intellectual property conceived, created, or contributed by any Founder in relation to the Business shall vest exclusively in the Company.

8.2. Each Founder irrevocably assigns all present and future intellectual property rights to the Company and shall execute all documents required to perfect such ownership.

9. NON-COMPETE AND NON-SOLICIT

9.1. During the term and for {{f31_post_exit_period}} thereafter, no Founder shall engage in any competing business within {{f32_territory}}, to the extent enforceable under Indian law.

9.2. No Founder shall solicit employees, consultants, customers, or vendors of the Company for {{f33_non_solicit_period}} post-exit.

10. REMUNERATION AND EXPENSES

10.1. Founder remuneration shall be {{f34_fixed_variable_nil}} and subject to board and statutory approvals.

10.2. Legitimate business expenses incurred shall be reimbursed as per Company policy.

11. EXIT EVENTS

11.1. Exit events shall include:
(a) voluntary resignation;
(b) termination for cause;
(c) death or permanent incapacity;
(d) material breach of this Agreement.

11.2. Consequences of each exit event shall be as follows: {{f35_exit_consequences_matrix}}.

12. REPRESENTATIONS AND WARRANTIES

12.1. Each Founder represents that:
(a) they are not bound by any conflicting obligation;
(b) no third party has any claim over their shares or intellectual property;
(c) this Agreement constitutes valid and binding obligations.

13. INDEMNITY

13.1. Each Founder shall indemnify the Company and other Founders against losses arising from breach, fraud, or wilful misconduct.

14. TERM AND TERMINATION

14.1. This Agreement shall remain in force until all Founder shares are transferred or extinguished, unless terminated earlier by mutual written consent.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1. This Agreement shall be governed by the laws of India.

15.2. All disputes shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996.
Seat and venue: {{f36_city_india}}.
Language: English.

15.3. Subject to arbitration, courts at {{f37_city_india}} shall have exclusive jurisdiction.

16. MISCELLANEOUS

16.1. Entire Agreement: This Agreement supersedes all prior arrangements.
16.2. Amendment: Only by written instrument signed by all Founders.
16.3. Severability: Invalid provisions shall not affect remaining clauses.

EXECUTION

For the Company
Name: {{f38_name}}
Designation: {{f39_designation}}
Signature: _______________________
Date: {{f40_date}}

Founder
Name: {{f41_name}}
Signature: _______________________
Date: {{f42_date}}

Founder
Name: {{f43_name}}
Signature: _______________________
Date: {{f44_date}}

Founders’ Agreement

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