FOUNDERS AGREEMENT

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

[INSERT NAME OF THE FOUNDER 1], having registered office at [INSERT ADDRESS OF THE FOUNDER 1] (hereinafter referred to as the “Founder 1” 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 FOUNDER 2], having registered office at [INSERT ADDRESS OF THE FOUNDER 2] (hereinafter referred to as the “Founder 2” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Founder 1” and the “Founder 2” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Parties wish to establish and operate a Limited Liability Company (hereinafter referred to as “LLC” or “Company”) and desire to define their respective rights, obligations and exit strategies in the event of changing circumstances.
2. The Parties wish to formalize their roles, responsibilities, ownership interests, and other aspects of their relationship in connection with the formation, ownership, and operation of the business.
3. The Parties agree that their respective contribution, including capital, intellectual property shall be governed by the terms of this agreement.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Property” refers to the real estate property located at [INSERT ADDRESS OF THE PROPERTY].
   2. “Ownership” refers to the percentage of ownership interest held by each party in the property.
   3. “Capital” refers to the contribution made by each party towards the acquisition of the property
   4. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
2. COMPANY FORMATION
   1. The Parties intend to form a [INSERT TYPE OF ENTITY] under the name [INSERT COMPANY NAME] (the “Company”) in the jurisdiction of [INSERT STATE/COUNTRY OF APPLICABLE LAWS]. The date of incorporation will be as agreed upon by all parties, and this Agreement governs their relationship before and after incorporation.
3. TERM
   1. The term shall commence on the effective date hereof and shall continue for a period of [INSERT TERM OF THE AGREEMENT], unless terminated earlier or extended as per the terms of this agreement.
4. OWNERSHIP AND CAPITAL CONTRIBUTION
   1. The ownership of the company shall be divided among the parties based on the percentage of equity.
      1. [INSERT FOUNDER 1’s PERCENTAGE % OF OWNERSHIP INTEREST]
      2. [INSERT FOUNDER 2’S PERCENTAGE % OF OWNERSHIP INTEREST]
   2. Each party agrees to make the following capital contributions to the Company, which shall be used to fund the Company’s initial operations
      1. [INSERT FOUNDER 1’s CAPITAL CONTRIBUTION]
      2. [INSERT FOUNDER 2’S CAPITAL CONTRIBUTION]
   3. The capital contributions may be in the form of cash, property, or any other assets as agreed upon by the Parties.
   4. If any party fails to contribute the required capital, their ownership interest in the Company may be adjusted, diluted or forfeited as per the applicable law.
5. OTHER FINANCIAL CONTRIBUTIONS
   1. Founder 1 contributed [INSERT AMOUNT CONTRIBUTED BY FOUNDER 1] in [INSERT MODE OF PAYMENT BY FOUNDER 1 SUCH AS CASH OR CHEQUE] towards the purchase or any other expenses completed, prior to the date of this agreement.
   2. Founder 2 contributed [INSERT AMOUNT CONTRIBUTED BY FOUNDER 2] in [INSERT MODE OF PAYMENT BY FOUNDER 2 SUCH AS CASH OR CHEQUE] towards the purchase or any other expenses completed, prior to the date of this agreement.
   3. The Parties agrees to pay all the associated expenses with the property such as mortgage, property taxes, and maintenance costs.
6. ROLES AND RESPONSIBILITIES
   1. Founder 1 shall have the following roles and responsibilities:
      1. Oversee the overall strategic direction and management of the Company.
      2. Develop and implement business strategies to achieve the Company’s goals.
      3. Act as the primary spokesperson for the Company in external matters.
      4. [INSERT ANY ADDITIONAL RESPONSIBILITIES SPECIFIC TO FOUNDER 1.]
   2. Founder 2 shall have the following roles and responsibilities:
      1. Manage the Company’s financial planning, budgeting, and reporting.
      2. Ensure compliance with financial regulations and tax obligations.
      3. Develop and oversee financial controls and risk management strategies.
      4. [INSERT ANY ADDITIONAL RESPONSIBILITIES SPECIFIC TO FOUNDER 2.]
   3. Parties agree to collaborate and communicate regularly to ensure alignment on business objectives and progress. Each Party shall actively participate in decision-making processes and support the execution of the Company’s strategies.
   4. The roles and responsibilities of each party may evolve over time as agreed upon by all parties. Any changes to roles must be documented in writing and signed by all parties.
7. BUYOUT AND SALE
   1. In the event that any Party wishes to transfer their ownership share in the Company, they shall first offer it to the other Parties in proportion to their ownership shares. This provision shall grant each Party a right of first refusal to purchase the ownership share of the selling Party. The selling Party shall provide written notice to the other Parties, including the proposed sale price and terms.
   2. The other Parties shall have a specific period, as agreed upon by all Parties, to accept or decline the offer. If no response is received within this period, it shall be considered a refusal. If any Party accepts the offer, the sale shall proceed according to the terms specified in the offer.
   3. If none of the other Parties accepts the offer during the specified period, the selling Party may proceed to sell their ownership share to a third party. The selling Party shall inform the other Parties of the terms and conditions of the third-party sale.
   4. The sale price for the ownership share shall be determined based on fair market value, The fair market value may be determined through a mutually agreed-upon appraisal or valuation method.
   5. In the case of a sale or transfer to a third party, all Parties shall cooperate in facilitating the closing process, including the transfer of ownership, title, and any necessary legal documents.
   6. No sale or transfer of the ownership shall proceed without the written consent of all Parties, unless the Party invoking this provision has the right to do so in accordance with other sections of this Agreement.
8. VOTING RIGHTS AND MEETING
   1. Meetings may be called by any Party at any reasonable weekend or evening time, provided that they deliver written notice and an agenda to the other party at least fourteen (14) calendar days before the Meeting. No decision shall be considered binding unless it is recorded in written minutes signed by each person attending. No Party shall unreasonably refuse to sign minutes which accurately describe the meeting.
   2. Each party shall have one (1) vote of equal weight, and fractional votes are not allowed. Parties absent at the time a duly noticed vote is taken shall also abstain. In the event of an abstention, a matter requiring the approval of the abstaining party shall be deemed approved, and the vote of the other party shall control unless it directly conflicts with or invalidates a provision of this Agreement. Notwithstanding anything to the contrary in this Agreement, a party in Default shall be deemed to have abstained on all matters.
   3. Parties may vote in person or by proxy. All proxies shall be in writing, dated, and signed by the Party. Every proxy shall be revocable and shall automatically cease upon conveyance by the Party of his/her Ownership Share, death or judicially declared incompetence of the Party, or the expiration of eleven (11) months from the date of the proxy or the time specified in the proxy for expiration, not to exceed three years.
9. INTELLECTUAL PROPERTY
   1.  All intellectual property (hereinafter referred to as “IP”), including but not limited to patents, trademarks, copyrights, trade secrets, and any other proprietary rights, that is conceived, developed, or created by any Party in connection with the business of the Company shall be considered the exclusive property of the Company.
   2. Each party hereby irrevocably assigns, transfers, and conveys to the Company, its successors and assigns, all rights, title, and interest in and to any and all IP that the party may create, develop, or conceive in connection with their role within the Company. This assignment is intended to be broad and includes all forms of IP regardless of whether such IP is registered or unregistered.
   3. Parties agrees to promptly disclose to the Company any IP developed during their engagement with the Company, regardless of whether such IP is developed individually or in collaboration with others. The party shall assist the Company in securing any necessary rights or registrations in connection with such IP, including but not limited to executing all necessary documents and providing any other assistance that may be reasonably required.
10. CONFIDENTIALITY
    1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
    2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
    3. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
    4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
11. DISSOLUTION OF THE COMPANY
    1. The Company shall be dissolved upon the occurrence of any of the following events:
       1. The unanimous written consent of all Parties.
       2. The expiration of the term of the Company, as specified in this Agreement, unless renewed by the mutual written consent of the Parties.
       3. The sale or disposition of all or substantially all of the Company’s assets, unless such sale or disposition is part of a merger or acquisition approved by the parties.
       4. The entry of a decree of judicial dissolution under applicable law. Upon dissolution, the parties shall wind up the affairs of the Company, settle its debts and liabilities, and distribute the remaining assets in accordance with their respective ownership interests as set forth in this Agreement.
12. TERMINATION OF A PARTY
    1. A party may be terminated from the Company under the following circumstances:
       1. Upon the written notice of termination by a majority of the other parties, if the terminated party is found to be in breach of any material term of this Agreement, provided that the party has been given at least thirty (30) days to cure such breach and fails to do so.
       2. Upon the occurrence of any event that results in the party being unable to fulfill their duties as defined in this Agreement, including but not limited to death, permanent disability, or criminal conviction.
       3. Upon the voluntary resignation of the party, provided that the party gives at least thirty (30) days’ prior written notice to the other parties. In the event of termination, the Company shall have the right to repurchase the terminated party’s ownership interest in accordance with the buyout provisions set forth in this Agreement.
13. AGREEMENT TERMINATION
    1. This Agreement shall remain in effect until terminated under the following conditions:
       1. By mutual written agreement of all parties.
       2. By the expiration of the term specified herein, unless renewed by written consent of the parties.
       3. By the dissolution of the Company, as provided in the Dissolution Clause of this Agreement.
       4. Upon termination of this Agreement, the parties shall remain liable for any obligations arising prior to the date of termination, and the rights and obligations related to confidentiality, indemnification, and dispute resolution shall survive such termination.
14. 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.
15. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY OF APPLICABLE LAWS] .
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
    3. By direct negotiations between the Founder 1 and Founder 2. 
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICITON IN CASE OF DISPUTE BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
16. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Founder 1: [INSERT EMAIL ID OR/AND ADDRESS OF FOUNDER 1]
       2. If to the Founder 2: [INSERT EMAIL ID OR/AND ADDRESS OF FOUNDER 2]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
17. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
18. MISCELLANOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNICATION].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits 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. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
19. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

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 Founder 1

Name: [INSERT NAME OF FOUNDER 1]

Signature:

Date: [INSERT SIGNING DATE OF FOUNDER 1]

Signed, sealed and delivered on behalf of Founder 2

Name: [INSERT NAME OF FOUNDER 2]

Signature: 

Date: [INSERT SIGNING DATE OF FOUNDER 2]