Founder Agreement

Date: [DD-MM-YYYY]

Between:

1. [Founder 1 Name], S/o or D/o [Father's Name], residing at [Address], holding PAN [ABCDE1234F] ("Founder 1"), and
2. [Founder 2 Name], S/o or D/o [Father's Name], residing at [Address], holding PAN [ABCDE1234F] ("Founder 2"),

(collectively the "Founders"), in connection with the proposed company [Company Name] Private Limited ("Company") to be incorporated under the Companies Act, 2013.

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1. Equity split

The Founders shall hold the issued equity of the Company in the following ratio at incorporation:

| Founder | Shares | % | |---|---|---| | [Founder 1] | [X] | [X]% | | [Founder 2] | [X] | [X]% |

Equity will be issued at face value (₹10 each) at the time of subscription to the Memorandum.

2. Vesting

Founder equity shall vest over 48 months with a 12-month cliff:

• No shares vest in the first 12 months. On the first anniversary of incorporation, 25% vests in one tranche.
• The remaining 75% vests in 36 equal monthly instalments thereafter.
• A Founder leaving for any reason before the cliff forfeits all unvested shares to the Company at face value.

3. Roles & responsibilities

• [Founder 1] — Chief Executive Officer; oversees fundraising, BD, and overall direction.
• [Founder 2] — Chief Technology Officer; oversees product and engineering.

Roles may be reallocated only by mutual written consent.

4. Decision-making

Day-to-day decisions are taken by majority. The following matters require unanimous Founder consent:

1. Issuing equity to any third party (other than under an approved ESOP).
2. Sale or transfer of any IP owned by the Company.
3. Appointing or removing a director.
4. Borrowing in excess of ₹[10,00,000] in aggregate.
5. Winding-up, sale, or merger of the Company.

5. Compensation

Until the Company has raised at least ₹[2,00,00,000] in external funding, no Founder shall draw a monthly salary in excess of ₹[1,00,000]. Founders are entitled to reimbursement of out-of-pocket expenses, supported by receipts.

6. Intellectual property

All IP — code, designs, trademarks, customer relationships — created by a Founder in connection with the business shall vest in the Company. Each Founder shall execute the assignment template at Annexure A within 7 days of incorporation.

7. Confidentiality

Each Founder agrees to keep confidential, both during and for 24 months after their tenure, all non-public information relating to the Company, its customers, finances, and product roadmap.

8. Non-compete & non-solicit

For 12 months after a Founder ceases to be associated with the Company:

• Non-compete — they shall not start or join a directly competitive business in India.
• Non-solicit — they shall not solicit Company employees or customers for any other business.

9. Exit / departure

If a Founder voluntarily leaves or is removed for cause:

• Vested shares: retained by the Founder, subject to a right-of-first-refusal in favour of the Company.
• Unvested shares: forfeited at face value to the Company.
• Cause is defined as fraud, gross misconduct, or material breach of this agreement.

10. Dispute resolution

Disputes shall first be referred to a 30-day mediation in Bengaluru / Mumbai / Delhi. Failing resolution, parties agree to arbitration under the Arbitration & Conciliation Act, 1996, before a sole arbitrator. Seat of arbitration: [City]. Language: English.

11. Governing law

This Agreement is governed by the laws of India and is subject to the exclusive jurisdiction of the courts at [City].

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Signed at [City] this [Day] of [Month], [Year]

| | | |---|---| | [Founder 1] | [Founder 2] | | Signature: __________ | Signature: __________ | | Witness: __________ | Witness: __________ |