PRE-INCORPORATION AGREEMENT

This PRE-INCORPORATION AGREEMENT (hereinafter referred to as “the Agreement”) is made on [INSERT DATE ON WHICH AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE FIRST PARTNER], having registered office at [INSERT ADDRESS OF THE FIRST PARTNER] (hereinafter referred as the “First Partner”). which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);and

[INSERT NAME OF THE SECOND PARTNER] residing at [INSERT ADDRESS OF THE INDIVIDUAL] (hereinafter referred as the “Second Partner” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The “First Partner” and the “Second Partner” shall be collectively referred as “Parties” or “Partners” and individually as “Party”.

WHEREAS

1. The Parties agree to collaborate and establish a corporation under the laws of [INSERT APPLICABLE LAWS OF STATE/COUNTRY] for the purpose of engaging in [INSERT DESCRIPTION OF THE BUSINESS ACTIVITY OR PURPOSE OF THE CORPORATION].
2. The parties wish to enter into a contract in writing.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PREMISES, THE PARTIES HERETOAGREE AS FOLLOWS:

1. INCORPORATION
   1. Corporate Name: The corporation shall be named [INSERT PROPOSED CORPORATE NAME] unless changed by mutual agreement of the Partners.
   2. Registered Office: The registered office of the corporation shall be located at [INSERT ADDRESS OF THE REGISTERED OFFICE].
   3. Articles of Incorporation: The Parties shall jointly prepare and file the Articles of Incorporation with the appropriate state or governmental authority. The Articles of Incorporation shall contain provisions as agreed upon by the Partners and in compliance with the laws of [INSERT APPLICABLE LAWS OF STATE/COUNTRY].
2. CAPITALIZATION
   1. Initial Capital: The Partners shall contribute initial capital to the corporation in the following proportions: [INSERT EACH PARTNER'S CONTRIBUTION IN MONETARY OR OTHER TERMS].
   2. Issuance of Shares: The corporation shall issue shares to the Partners in proportion to their respective contributions as specified in this Agreement.
3. MANAGEMENT AND OPERATIONS
   1. The Board of Directors: The corporation shall have a Board of Directors consisting of [INSERT NUMBER OF DIRECTORS] directors, initially appointed as follows: [INSERT NAME OF INITIALLY APPOINTED DIRECTORS AND THEIR ROLES].
   2. Officers: The officers of the corporation shall be appointed by the Board of Directors and shall include, at a minimum, a President, Secretary, and Treasurer.
   3. Decision Making: Major decisions, including but not limited to changes in corporate structure, financial commitments exceeding a specified amount, and strategic direction, shall require the approval of [INSERT THE MAJORITY OR SUPERMAJORITY PERCENTAGE] of the Board of Directors.
4. INTELLECTUAL PROPERTIES
   1. Ownership: All intellectual property developed or acquired by the Partners in connection with the business of the corporation shall be owned jointly by the corporation, and appropriate assignments shall be executed to transfer ownership to the corporation.
   2. The Partners shall maintain the confidentiality of all proprietary information and trade secrets of the corporation.
5. VESTING OWENRSHIP
   1. Vesting Schedule: Ownership of shares in the corporation shall vest over a period of [INSERT VESTING PERIOD] subject to continued involvement and satisfactory performance by the Founders.
   2. Acceleration: In the event of termination of a Partner's involvement in the corporation due to death, disability, or termination without cause, a portion of the Partner's unvested shares may accelerate as determined by the Board of Directors.
6. FORCE MAJEURE
   1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
7. WAIVER
   1. No failure by either party to exercise, nor any delay by either party in exercising, any right, privileges, power, authority or remedy hereunder shall operate as a waiver of that or any other right, privileges, power, authority or remedy of the Partners, nor shall any single or partial exercise of any right, privileges, power, authority or remedy preclude any other or further exercise of that or any other right, privilege power, authority or remedy.
8. TIME
   1. Time is of the essence of this Agreement. For purposes of this Agreement "business day" shall mean any day other than a Saturday and those days specified as a "holiday" in [INSERT APPLICABLE STATE/PROVINCE]. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a business day, in which event the period shall run to and include the next day which is a business day.
9. SEVERABILITY
   1. If any clause or section of the present debenture agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise
10. GOVERNING LAW AND JURISDICTION
    1. The terms of this Agreement shall be governed and construed in accordance with the laws of [INSERT APPLICABLE LAWS OF STATE/COUNTRY]. In regard to any disputes or disagreement arising under the Agreement, the parties shall submit to the exclusive jurisdiction of [INSERT THE NAME OF CITY/REGION WHICH WILL HAVE THE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE OR DISAGREEMENT].
11. NOTICES
    1. Any notice or communication under or in connection with this Agreement shall be in writing and may be delivered personally or by post or facsimile to the addresses given in this Agreement or may also be delivered via electronic mail specified by the Parties. The Electronic Signatures shall be acknowledged as valid signatures for all the purposes of this Agreement.
       1. FIRST PARTNER: [INSERT THE EMAIL ID OR/AND ADDRESS OF FIRST PARTNER]
       2. SECOND PARTNER: [INSERT THE EMAIL ID OR/AND ADDRESS OF SECOND PARTNER]
12. ENTIRE AGREEMENT
    1. This agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
    2. No amendments and/or modifications to this agreement shall be valid unless executed in writing and signed by both parties.
13. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of First Partner:

Name: [INSERT THE NAME OF SIGNING AUTHORITY OF FIRST PARTNER AND/OR DESIGNATION] 

Signature:

Date: [INSERT THE DATE ON WHICH THE FIRST PARTNER SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Second Partner:

Name: [INSERT THE NAME OF SIGNING AUTHORITY OF SECOND PARTNER AND/OR DESIGNATION] 

Signature: 

Date: [INSERT THE DATE ON WHICH THE SECOND PARTNER SIGNS THE AGREEMENT]