# Founders Agreement Template, Free to Fill Source: https://nerix.ai/templates/founders-agreement Agree roles, equity, vesting, leaving, IP and tie-breaks between co-founders before problems start. Before you send it Company, tax and employment law differ by country. Equity and vesting can have tax effects on the day it is granted, a non-compete may be limited or void in some places, and some countries require shareholder terms to be in the company's own documents. Check the law where the company is based, and ask a lawyer to review this agreement before you sign it. ## Fill it in and preview You are signed in. Fill it in your workspace and it is kept as a document you can send, share and have signed. [Open in your workspace](https://app.nerix.ai/documents/templates/founders-agreement) ### Founders Agreement This agreement is made on 7 November 2026 between: - **Mei Lin Tan**, of 18 Orchard Road, #05-12, Singapore 238839 ("the First Founder"); and - **Rafael Costa**, of Rua Augusta 1200, 01304-001 Sao Paulo, Brazil ("the Second Founder"). Together they are "the Founders", and each is a "Founder". The company they are building is **Lumora Labs Pte Ltd** ("the Company"). ## 1. Purpose The Founders are building the Company together, to do this (the "Business"): Build and sell a subscription app that helps independent farms plan crop rotation and track soil health. Is the company set up yet This agreement sets out how the Founders will work together, who owns what, and what happens if one of them leaves or they disagree. If the Company later has a shareholders' agreement or articles of association, the Founders will make them agree with this agreement, and where they differ, the Founders will vote their shares to put this agreement into effect. ## 2. Roles and time The Founders will have the following roles: **The First Founder:** Chief Executive Officer, responsible for strategy, sales, fundraising and finance. Full time. **The Second Founder:** Chief Technology Officer, responsible for product, engineering and security. Full time. Each Founder will work on the Business with the time and effort their role needs, will do their work honestly and with proper skill and care, and will not take on other work or investments that take time from the Business or compete with it, without the other Founder's written consent. The Founders may change the roles by written agreement. A Founder is not paid a salary by this agreement. Any pay will be agreed in writing, and the Company will pay it only when the Founders agree it can afford to. ## 3. Equity The shares in the Company will be held by the Founders in these proportions (before any other investors join): - the First Founder: 55% - the Second Founder: 45% The Founders will make sure that these shares are issued to them at the same time as the Company is formed, or as soon as possible afterwards, for the nominal price or a price they agree. The Founders understand that these percentages will be reduced if the Company later issues shares to new investors, employees or advisers, in the proportions the Founders agree. ## 4. Vesting A Founder's shares are earned over time (they "vest"). The shares vest over 4 years , starting on 1 November 2026 (the "Vesting Start Date"). No shares vest until a Founder has completed 12 months of continuous service after the Vesting Start Date (the "Cliff"). On the day the Cliff is complete, the shares that would have vested up to that day vest at once, and the rest vest in equal monthly parts until the end of the vesting period. "Continuous service" means that the Founder works for the Company in their role, as an employee, director or contractor. A leave of absence of less than 90 days does not break it. A longer one, other than one the law protects, pauses vesting until the Founder returns. If the company is sold Until they vest, a Founder's shares are held subject to section 5. The Founders will sign any document needed to make this effective, and each Founder will, where their tax law allows it, make any election that gives the best tax result, for example one made within the time allowed after the shares are issued. ## 5. A Founder leaving A Founder who stops providing continuous service for any reason is a "Leaver". A Leaver is a "Good Leaver" if they leave because of death, serious illness or disability, or because the Company removes them without cause. A Leaver is a "Bad Leaver" if they leave in any other way, including by resigning, or if the Company removes them for cause. "Cause" means a serious or repeated breach of this agreement or their duties that is not put right within 30 days of written notice, dishonesty, fraud, a serious crime, or conduct that seriously harms the Company's reputation. When a Founder becomes a Leaver: - the shares that have not vested by that day (the "Unvested Shares") go back to the Company, or to the other Founder or a person they name, at the price of the lower of what the founder paid for them and their nominal value , or at nominal value if that is lower, and the Leaver will sign what is needed to transfer them; and - the vested shares are dealt with as follows. A founder's vested shares if they leave "Fair value" means the value of the shares as agreed by the Founders or, if they cannot agree within 30 days, as set by an independent valuer chosen by them or, failing that, by the president of the local professional body of accountants, who will value the Company as a going concern without a discount for a minority holding. The costs of the valuer are shared equally. The purchase will be completed within 90 days after the price is fixed, and may be paid in equal instalments over 12 months with reasonable interest. A Leaver's other duties in this agreement continue after they leave. ## 6. Intellectual property Each Founder assigns to the Company, now and for the future, all rights in everything they create or have created for the Business, including software, designs, inventions, content, brand names, domain names, data and know-how, wherever they are made, whether alone or with others, and will sign any document needed to make that assignment effective. This also applies to work done before the Company was formed for the Business. Where the law does not allow an assignment, the Founder grants the Company an exclusive, permanent, worldwide, free licence instead. Each Founder gives up any moral rights as far as the law allows. The following is not assigned and remains the Founder's own. The Founder grants the Company a free licence to use it in the Business for as long as the Business needs it: Rafael Costa's open-source library 'soilkit' and his personal website. Each Founder promises that what they give the Company does not breach any other person's rights or any duty to a former or current employer, and will tell the other Founder at once if it might. ## 7. Decisions The Founders will take the decisions of the Business together. Each Founder may, alone, take the day to day decisions of their own role and spend up to USD 5,000 on a single item. Each Founder has one vote, and decisions need both Founders to agree if they concern: - issuing, selling or pledging shares or options, or admitting an investor; - changing the Company's name, business, constitution or share structure; - borrowing money, giving a guarantee, or granting a security over assets; - spending above the limit in this section, or entering a contract that costs more than that limit or lasts for more than 12 months; - hiring or dismissing a senior employee, or setting a Founder's pay; - selling the Business or its main assets, merging, closing it, or starting insolvency proceedings; - starting or settling a legal case; and - any change to this agreement. Hiring a person on a salary above USD 120,000 a year. ## 8. Confidentiality Each Founder will keep the Company's confidential information and trade secrets secret, will use them only for the Business, and will share them only with people who need them and are bound to keep them confidential. This continues while they are a Founder and for 3 years after, and for trade secrets for as long as they remain secret. It does not apply to information that is public through no fault of the Founder, or that the law requires them to disclose. ## 9. Non-compete and non-solicitation While they are a Founder, a Founder will not run, work for or hold a significant interest in a business that competes with the Company. After they cease to be a Founder, the following period applies to the same restraint: 12 months, anywhere the Company sells its product . While they are a Founder and for 12 months after, a Founder will also not try to hire the Company's employees or contractors, or to draw away its customers or suppliers. The Founders agree that these limits protect the Company's goodwill and are reasonable. If a court finds one of them too wide, it is to be applied to the extent the court allows. ## 10. Deadlock If the Founders cannot agree on a decision that needs both of them, either may give the other a written notice of deadlock. They will meet within 7 days to try to settle it. If they do not settle it within 30 days after the notice, they will ask a neutral mediator to help them. If it is still not settled within 30 days after the mediator is asked, either Founder may, by written notice, offer to buy the other's shares for a stated price per share. The other Founder then has 30 days either to sell at that price, or to buy the offering Founder's shares at the same price per share. If the other Founder does not reply, they are taken to have chosen to sell. The purchase will be completed within 60 days. A matter that is not about a decision that needs both Founders (for example a claim of breach) is settled under section 12. ## 11. Founder duties and new members Each Founder will act honestly and in good faith toward the other and the Company, will not make a secret profit, and will tell the other about everything that matters to the Business, including conflicts of interest. A new founder or co-owner may join only with the written agreement of both Founders, after signing this agreement or a new one. ## 12. Settling disagreements and governing law This agreement is governed by the laws of Singapore . A disagreement about it that is not a deadlock under section 10 will first be discussed by the Founders in good faith. If it is not settled within 30 days, either Founder may take it to be decided at Singapore, by arbitration under the rules of the Singapore International Arbitration Centre . Neither Founder will start a case before then, except to ask a court for an urgent order to protect the Business, its property or its confidential information. ## 13. General - Notices under this agreement must be in writing, and may be sent by email to the address each Founder last gave the other. - This agreement is the whole agreement between the Founders about the Business and the Company. It may be changed only in writing signed by both Founders. If any part of it cannot be enforced, the rest stays in effect. - A Founder who does not use a right straight away has not given it up. - Neither Founder may transfer their rights under this agreement without the other's written consent, except that a Founder's shares may pass on death as section 5 provides. - It may be signed in separate copies and electronically, and together they form one agreement. ## Signatures **The First Founder: Mei Lin Tan** Signature: ______________ Date: ______________ Witness name: ______________ Witness signature: ______________ **The Second Founder: Rafael Costa** Signature: ______________ Date: ______________ Witness name: ______________ Witness signature: ______________ **For the Company, once formed: Lumora Labs Pte Ltd** Name and role: ______________ Signature: ______________ Date: ______________ Templates are a careful starting point, not legal advice. Where the law matters, check what applies where you are. Company and legal ## What this template is for A founders agreement for two co-founders: roles, equity, vesting with a cliff, leavers, IP to the company, key decisions and deadlock. Word or PDF. It is free to fill in online, needs no account, and downloads as a Word document or a PDF. [See all Company and legal templates](https://nerix.ai/templates/company-legal) Company and legal ## What you fill in The form asks for 24 details. The document fills itself in as you type. - ### First founder: full name For example: Mei Lin Tan - ### First founder: address For example: 18 Orchard Road, #05-12, Singapore 238839 - ### Second founder: full name For example: Rafael Costa - ### Second founder: address For example: Rua Augusta 1200, 01304-001 Sao Paulo, Brazil - ### Company name For example: Lumora Labs Pte Ltd - ### Is the company set up yet - ### What the company will do For example: Build and sell a subscription app that helps independent farms plan crop rotation and track soil health. - ### First founder's role For example: Chief Executive Officer, responsible for strategy, sales, fundraising and finance. Full time. - ### Second founder's role For example: Chief Technology Officer, responsible for product, engineering and security. Full time. - ### First founder's share of the equity For example: 55% - ### Second founder's share of the equity For example: 45% - ### Total vesting period The time over which a founder earns their shares. 4 years is the usual choice. For example: 4 years - ### Cliff A founder who leaves before the cliff keeps no shares. After it, the first part vests at once and the rest month by month. For example: 12 months - ### Date vesting starts This can be earlier than today if the founders have already been working on the business. For example: 1 November 2026 - ### If the company is sold - ### Price paid for a founder's unvested shares if they leave For example: the lower of what the founder paid for them and their nominal value - ### A founder's vested shares if they leave - ### Other decisions that need both founders (optional) optional The standard list is already in the agreement. Add anything particular to your business. For example: Hiring a person on a salary above USD 120,000 a year. - ### Spending one founder can approve alone For example: USD 5,000 - ### What a founder already owns and keeps (optional) optional Work done before the company that is not being given to it. For example: Rafael Costa's open-source library 'soilkit' and his personal website. - ### Non-compete after leaving (optional) optional Courts only enforce what is reasonable, and some places ban it. Leave it empty for none. For example: 12 months, anywhere the Company sells its product - ### Days to settle a deadlock before going outside For example: 30 days - ### Country or state whose law applies For example: Singapore - ### Place where disputes are decided For example: Singapore, by arbitration under the rules of the Singapore International Arbitration Centre Company and legal ## What is inside The parts of this document, in order. - 1 1. Purpose - 2 2. Roles and time - 3 3. Equity - 4 4. Vesting - 5 5. A Founder leaving - 6 6. Intellectual property - 7 7. Decisions - 8 8. Confidentiality - 9 9. Non-compete and non-solicitation - 10 10. Deadlock - 11 11. Founder duties and new members - 12 12. Settling disagreements and governing law Templates ## How it works - 01 ### Fill in Type your details in the form. The document fills itself in as you type; click any gap to jump to its field. - 02 ### Check Read it through. Gaps you have not filled stay marked, so nothing goes out half done. - 03 ### Download Save it as a Word document to edit further, or as a PDF to send or print. ### Make it yours with AI Open it in the chat and ask for changes: shorter, firmer, another situation, another language. [Adapt it with nerix](https://nerix.ai/try?template=founders-agreement) ### Was this template helpful? Company and legal ## Questions people ask ### What details does this template ask for? The form asks for 24 details, starting with First founder: full name, First founder: address, Second founder: full name, Second founder: address, Company name. 3 more are optional. ### Can I download this template as Word or PDF? Yes. When you have filled in the form, save it as a Word document to keep editing, or as a PDF to send or print. It is free and needs no account. ### Is what I type sent anywhere? No. What you type stays in your browser while you fill in the document. It only goes to nerix if you choose to open the template in the chat. ### What should I check before I use this template? Company, tax and employment law differ by country. Equity and vesting can have tax effects on the day it is granted, a non-compete may be limited or void in some places, and some countries require shareholder terms to be in the company's own documents. Check the law where the company is based, and ask a lawyer to review this agreement before you sign it. ### Are these company templates free? Most are. Fill in and download them for free as Word or PDF, with no account. A few longer documents are premium: free to fill in, paid once to download, and marked with their price. ### Is a template the same as legal advice? No. A template is a careful starting point. Company, contract and data protection law differ by country, so have a lawyer read anything that carries real risk before you sign. ### Can I change the clauses? Yes. Download the Word version and edit it, or open the template in the nerix chat and ask for a clause that is stricter, shorter or in another language. Templates ## More in Company and legal - [Acceptable use policy Set clear rules for using your systems, accounts, devices and services, and what happens when they are broken. Company and legal](https://nerix.ai/templates/acceptable-use-policy) - [Agency agreement Appoint an agent to find customers and negotiate sales for you in an area, for a commission. 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