Founders Agreement (Startup)
Pre-incorporation founders agreement — equity split, vesting, IP assignment, roles, and decision-making between co-founders.
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FOUNDERS AGREEMENT of Apexa Robotics, Inc. (Pre-Incorporation) This Founders Agreement (this "Agreement") is entered into and effective as of May 7, 2026 (the "Effective Date") by and among: Founder A: Avery J. Kim, Co-Founder & CEO Founder B: Jordan T. Reyes, Co-Founder & CTO (individually a "Founder," collectively the "Founders"). ═══════════════════════════════════════════════════════════════════════ 1. THE COMPANY AND BUSINESS PURPOSE ═══════════════════════════════════════════════════════════════════════ The Founders are forming a startup company under the working name "Apexa Robotics, Inc." (the "Company"). The Company's business is: Building autonomous warehouse robots for small and medium-sized fulfillment operations. Initial product: A modular robotic picking system targeted at $5-50M revenue warehouses. ═══════════════════════════════════════════════════════════════════════ 2. INCORPORATION ═══════════════════════════════════════════════════════════════════════ Founders intend to incorporate as a Delaware C-Corporation within 60 days of Effective Date. Common stock will be issued in proportion to the equity percentages above. Founders will sign a Shareholders Agreement and standard founder paperwork (RSA / restricted stock with 83(b) election within 30 days of issuance). The Founders agree to execute customary post-incorporation paperwork including: Restricted Stock Purchase Agreement (RSPA), Shareholders Agreement (SHA), Confidential Information and Invention Assignment Agreement (CIIA / PIIA), Stock Vesting Agreement, and Section 83(b) election filing within 30 days of stock issuance. ═══════════════════════════════════════════════════════════════════════ 3. EQUITY ALLOCATION ═══════════════════════════════════════════════════════════════════════ Subject to incorporation and execution of customary stock-purchase paperwork, the Founders shall be issued common stock in the following percentages: Avery J. Kim: 50% Jordan T. Reyes: 50% The Founders acknowledge that an option pool (typically 10-20%) will be reserved for future employee/advisor grants prior to or at first outside investment, and that subsequent investments will dilute these percentages. ═══════════════════════════════════════════════════════════════════════ 4. VESTING ═══════════════════════════════════════════════════════════════════════ Each founder's equity vests over 4 years from the Vesting Start Date (the Effective Date), with a 1-year cliff: 25% vests on the first anniversary of the Vesting Start Date, with the remaining 75% vesting in equal monthly installments over the subsequent 36 months. This is the industry-standard schedule expected by venture investors. Acceleration: Vesting accelerates 100% upon BOTH (a) a Change of Control transaction (sale of substantially all assets or 50%+ equity), AND (b) the founder's termination without cause within 12 months following the Change of Control. ═══════════════════════════════════════════════════════════════════════ 5. COMMITMENT ═══════════════════════════════════════════════════════════════════════ Both founders commit full-time effort to the company. No outside consulting or employment without unanimous consent of co-founders. Founders agree to take no salary for the first 6 months (or until first material outside investment), then $100K/year thereafter until Series A. ═══════════════════════════════════════════════════════════════════════ 6. INTELLECTUAL PROPERTY ASSIGNMENT ═══════════════════════════════════════════════════════════════════════ All IP relating to the company's business, whether developed before or after the Effective Date, is assigned to the company upon incorporation. Each founder represents that they have the right to assign such IP and that no third party has any claim. IP developed during personal time on personal equipment for personal projects unrelated to the company's business remains the founder's property. Upon incorporation, each Founder shall execute a Confidential Information and Invention Assignment Agreement (CIIA / PIIA) in customary form to formalize the IP assignment. ═══════════════════════════════════════════════════════════════════════ 7. ROLES AND DECISION-MAKING ═══════════════════════════════════════════════════════════════════════ Day-to-day decisions: each founder has authority over their functional area (Avery on business/strategy/customer, Jordan on technical/product). Major decisions (requiring unanimous founder approval): hiring or firing of senior staff, raising outside capital, material IP licensing, sale of the company, taking on debt over $50K, expanding into new markets/verticals, changing this Agreement. Dispute resolution: Founders agree to first attempt resolution by direct conversation. Unresolved disputes are mediated by a mutually agreed-upon advisor or mediator. Failing that, deadlock for more than 60 days triggers a buy-sell provision. ═══════════════════════════════════════════════════════════════════════ 8. DEPARTURE OF A FOUNDER ═══════════════════════════════════════════════════════════════════════ If a founder voluntarily leaves the company before full vesting, the company has the right to repurchase all unvested shares at the original purchase price ($0.001/share or actual issue price). Vested shares are retained by the departing founder, subject to standard right-of-first-refusal and tag-along rights. If a founder is terminated by the company for "cause" (material breach, criminal conduct, etc.), all unvested shares are forfeited; vested shares are subject to repurchase at the lesser of FMV or original purchase price. If a founder is terminated by the company without cause, vesting continues for an additional 6 months as severance; unvested shares thereafter are repurchased at original price. ═══════════════════════════════════════════════════════════════════════ 9. NON-COMPETE AND NON-SOLICITATION ═══════════════════════════════════════════════════════════════════════ During the term of each Founder's employment with the Company, and for 12 months thereafter, each Founder shall not: (a) compete with the Company in its primary line of business; (b) solicit Company employees, contractors, or customers for any competing venture; (c) use Company confidential information for any purpose outside the Company's business. This restriction is subject to applicable state law on non-compete enforceability, including state-specific limitations (e.g., California Business & Professions Code §16600 generally voids non-competes; Delaware permits reasonable post-employment restrictions). ═══════════════════════════════════════════════════════════════════════ 10. CONFIDENTIALITY ═══════════════════════════════════════════════════════════════════════ Each Founder shall keep confidential all non-public information about the Company, including business plans, technology, customer information, financial data, and any other proprietary information. Confidentiality obligations survive termination of this Agreement and continue indefinitely as to trade secrets. ═══════════════════════════════════════════════════════════════════════ 11. AMENDMENTS AND WAIVER ═══════════════════════════════════════════════════════════════════════ This Agreement may be amended only by a written instrument signed by all Founders. After incorporation, this Agreement is superseded by the Company's organizational documents and Shareholders Agreement. ═══════════════════════════════════════════════════════════════════════ 12. GOVERNING LAW ═══════════════════════════════════════════════════════════════════════ This Agreement is governed by the laws of the State of Delaware. ═══════════════════════════════════════════════════════════════════════ 13. ENTIRE AGREEMENT ═══════════════════════════════════════════════════════════════════════ This Agreement constitutes the entire understanding among the Founders regarding the formation and operation of the Company and supersedes all prior discussions and writings. ═══════════════════════════════════════════════════════════════════════ 14. COUNTERPARTS ═══════════════════════════════════════════════════════════════════════ This Agreement may be executed in counterparts, each of which is deemed an original. ═══════════════════════════════════════════════════════════════════════ EXECUTION ═══════════════════════════════════════════════════════════════════════ IN WITNESS WHEREOF, the Founders have executed this Agreement as of the Effective Date. _______________________________ _______________________________ Avery J. Kim Jordan T. Reyes Co-Founder & CEO Co-Founder & CTO Date: ____________________ Date: ____________________
About this template
A founders agreement is the most important document at the earliest stage of a startup — and the one most often skipped. The typical pattern: two friends or former colleagues decide to start a company; they verbally agree on roles and equity split; they delay incorporation for months while building a prototype; they invest hundreds of hours and tens of thousands of dollars; one founder leaves; the resulting equity dispute kills the company or requires expensive litigation. The founders agreement, signed at the moment of commitment, prevents this. Critical components: (1) Equity split — the most-fought topic. 50/50 between two co-founders is common but creates deadlock risk; one founder having a slight majority (51/49 or 60/40) is a deliberate choice for tiebreaker authority. Multi-founder splits should reflect actual contribution and commitment, not arbitrary fairness. The Slicing Pie methodology (https://slicingpie.com/) is a well-known framework for dynamic split based on contribution; it's controversial but worth understanding. (2) Vesting — the single most-important provision. Without vesting, a founder who leaves after 6 months keeps their entire equity stake — destroying the company's ability to raise outside capital and demotivating the remaining team. Industry standard: 4-year vesting with 1-year cliff. The cliff means the founder must remain for 1 year to earn ANY equity (then 25% vests at the cliff and the remaining 75% vests monthly over the next 36 months). Anything less is non-standard and will be questioned by venture investors. (3) IP assignment — without proper IP assignment, a founder may claim ownership of code, designs, or inventions developed before incorporation. Modern practice: signed founders agreement assigns IP to the company, then post-incorporation Confidential Information and Invention Assignment Agreement (CIIA/PIIA) formalizes the assignment under company law. (4) Acceleration — what happens to vesting on acquisition or termination? Industry standard: double-trigger acceleration (vesting accelerates only if the founder is terminated without cause within 12 months following an acquisition). Single-trigger (vesting accelerates on any acquisition) is founder-favorable but discouraged by venture investors who want acquirers to have retention leverage. (5) Departure provisions — the company's right to repurchase unvested shares at the original price (typically $0.001/share or low) is essential. Without it, a departing founder keeps all unvested shares as well, defeating the purpose of vesting. (6) Decision-making — explicit listing of "major decisions" (raising capital, hiring senior staff, IP licensing, sale of the company) requiring unanimous consent prevents one founder from making unilateral major changes. State considerations: Delaware C-Corp is the default for any startup intending venture financing. California has unique non-compete law (Business & Professions Code §16600 generally voids non-competes for employees). Section 83(b) election: when founders receive restricted stock subject to vesting, they should file IRS Section 83(b) election within 30 days of issuance. The election treats all stock as immediately taxable at issuance value (typically $0 or pennies); without it, the founder pays ordinary income tax on each tranche of vested stock at then-FMV, which can become enormous as the company grows. Failing to file the 83(b) on time is one of the costliest startup mistakes.
When to use it
- At the moment of co-founder commitment, before significant work begins.
- Before incorporation (sets terms that the incorporation paperwork formalizes).
- When adding a new co-founder to an existing project.
- When substantially restructuring an existing co-founder relationship.
- After a near-conflict that prompts the founders to memorialize their understanding.
What to include
- Founder identification, roles, and equity percentages.
- Vesting schedule (4-year, 1-year cliff is industry standard).
- Acceleration on acquisition / termination (double-trigger standard).
- IP assignment to the company (with post-incorporation CIIA).
- Commitment level (full-time vs. part-time, salary expectations).
- Decision-making and major-decision thresholds.
- Departure provisions (repurchase of unvested at original price).
- Non-compete and non-solicitation (subject to state law).