Co-Founder / Collaboration Agreement

CO-FOUNDER / COLLABORATION AGREEMENT

This Collaboration Agreement ("Agreement") is entered into as of [●] between:

1. [FOUNDER 1 FULL NAME], residing at [ADDRESS], PAN [●] ("Founder 1"); and

2. [FOUNDER 2 FULL NAME], residing at [ADDRESS], PAN [●] ("Founder 2").

(Each a "Founder", collectively "Founders")

PREAMBLE
The Founders wish to collaborate to build [DESCRIBE VENTURE / PRODUCT / BUSINESS] ("Venture") and wish to record their mutual understanding regarding roles, economics, IP, and governance.

1. VENTURE DETAILS
1.1 Business: [DESCRIBE THE BUSINESS]
1.2 Entity: [The Founders intend to incorporate a private limited company under the Companies Act, 2013 / LLP under the LLP Act, 2008] in the name [●] ("Company"). This Agreement shall be superseded by a Shareholders' Agreement upon incorporation.

2. ROLES AND RESPONSIBILITIES
2.1 Founder 1 shall be responsible for: [e.g., Product, Technology, Engineering]
2.2 Founder 2 shall be responsible for: [e.g., Business Development, Sales, Operations]
2.3 Each Founder shall devote [full-time / [●]% of their time] to the Venture.
2.4 Neither Founder shall engage in any business that directly competes with the Venture without prior written consent of the other Founder(s).

3. EQUITY SPLIT
3.1 Subject to vesting below, the Founders shall hold equity in the Venture in the following proportion:
- Founder 1: [●]%
- Founder 2: [●]%

3.2 This equity split reflects each Founder's contribution of [capital / IP / sweat equity] as described in Schedule A.

4. VESTING
4.1 Equity shall vest over [4] years with a [1]-year cliff as follows:
- [25]% vests upon completion of 12 months from the date of this Agreement ("Cliff");
- The remaining [75]% vests monthly in equal instalments over the subsequent [36] months.
4.2 If a Founder exits before the Cliff, that Founder forfeits all unvested and vested equity and must transfer shares to the remaining Founders at par value.
4.3 Vesting accelerates fully upon a Change of Control (as defined below).

5. INTELLECTUAL PROPERTY
5.1 All IP created by either Founder in connection with the Venture — including code, designs, inventions, know-how, and brand assets — shall vest in the Company (or jointly in the Founders pending incorporation).
5.2 Each Founder hereby assigns and agrees to assign all such IP to the Company upon its incorporation.
5.3 IP contributed by a Founder prior to the date of this Agreement and listed in Schedule B is licensed (not assigned) to the Venture on a royalty-free, perpetual basis.

6. DECISION MAKING
6.1 Day-to-day operational decisions within each Founder's domain may be made independently.
6.2 The following decisions require unanimous consent of all Founders:
(a) raising external funding;
(b) hiring senior employees (CXO level);
(c) any expenditure exceeding INR [●] outside approved budget;
(d) entering contracts above INR [●];
(e) any change to equity structure;
(f) sale of the Company or its assets.

7. CAPITAL CONTRIBUTIONS
7.1 The Founders shall make the following initial capital contributions:
- Founder 1: INR [●] [cash / services / IP]
- Founder 2: INR [●] [cash / services / IP]
7.2 Further capital requirements shall be agreed by unanimous consent and contributed equally unless otherwise agreed.

8. FOUNDER EXIT — GOOD LEAVER / BAD LEAVER
8.1 "Good Leaver": death, permanent disability, or mutual agreement. Good Leaver retains all vested equity.
8.2 "Bad Leaver": resignation without cause, material breach, fraud, or gross misconduct. Bad Leaver must offer all equity (vested and unvested) to remaining Founders at par value.
8.3 The remaining Founders have [30] days to exercise a right of first refusal on any equity transfer.

9. DEADLOCK
If the Founders cannot reach agreement on a reserved matter within [30] days of the first vote, either Founder may trigger a "Russian Roulette" mechanism: one Founder names a price per share; the other Founder must either buy the first Founder's shares or sell their own shares at that price.

10. CONFIDENTIALITY
The Founders shall maintain strict confidentiality of all Venture information, including financials, strategy, customer data, and IP, during and for [3] years after cessation of involvement in the Venture.

11. GOVERNING LAW
This Agreement is governed by the laws of India. Disputes shall be resolved by arbitration at [CITY] under the Arbitration and Conciliation Act, 1996.

IN WITNESS WHEREOF:

Founder 1:
Signature: ____________________
Name: ____________________
Date: ____________________

Founder 2:
Signature: ____________________
Name: ____________________
Date: ____________________