Founders' Agreement — India

Locks the founding team to the Company: reverse-vesting of founder shares, IP assignment, time commitment, leaver provisions, and the default operating cadence. Sign this BEFORE you take outside money — investors will require it as a closing condition on Series A.

Jurisdiction

India

Length

706 words

Licence

Free reuse, no attribution

Last reviewed

2026-08-19

FOUNDERS' AGREEMENT This Founders' Agreement (this "Agreement") is entered into on {{EXECUTION_DATE}} between: (1) {{COMPANY_NAME}}, a company incorporated under the Companies Act 2013 having its registered office at {{COMPANY_ADDRESS}} (the "Company"); and (2) The persons listed in Schedule 1 (each a "Founder", collectively the "Founders"). RECITALS A. The Founders have established the Company to carry on the business of {{BUSINESS_DESCRIPTION}} (the "Business"). B. The Founders wish to record their respective roles, contributions, shareholding and obligations to the Company on the terms set out below. 1. ROLES AND TIME COMMITMENT 1.1 Each Founder shall hold the title and have the responsibilities set out against its name in Schedule 1. 1.2 Each Founder shall devote substantially all of its professional time, attention and skill to the Business, and shall not, without the prior written consent of all other Founders (and following any investment, the Board), engage in any other business or employment that may compete with or detract from the Business. 2. FOUNDER SHAREHOLDING 2.1 The initial shareholding of each Founder is as set out in Schedule 1. 2.2 Reverse Vesting. Notwithstanding that each Founder owns the number of Equity Shares set against its name, those shares shall be subject to reverse vesting in favour of the Company on the following schedule: (a) 25% of the Founder Shares shall vest on the first anniversary of the Effective Date (the "Cliff"); (b) the remaining 75% shall vest in 36 equal monthly instalments thereafter. 2.3 If a Founder ceases to be actively engaged in the Business prior to full vesting: (a) Good Leaver (death, permanent disability, removal without Cause): all unvested Founder Shares shall be deemed vested on the cessation date; (b) Bad Leaver (voluntary resignation before the Cliff, or termination for Cause): the Company shall have the right (but not the obligation) to repurchase the unvested Founder Shares at face value; (c) all vested Founder Shares shall remain with the leaving Founder, subject to the transfer restrictions in any Shareholders' Agreement. 3. INTELLECTUAL PROPERTY 3.1 Each Founder hereby assigns, transfers and conveys to the Company all its right, title and interest in any intellectual property, work product, inventions, software, designs, copyrights, patents, trademarks and trade secrets (whether existing or hereafter created) related to the Business. 3.2 Each Founder shall execute all documents and take all actions reasonably required by the Company to perfect such assignment. 3.3 Each Founder warrants that the assigned IP is free from third-party claims and does not infringe any third-party right. 4. CONFIDENTIALITY 4.1 Each Founder shall keep confidential all non-public information of the Company during its association with the Company and for a period of {{CONFIDENTIALITY_YEARS}} years thereafter. 5. NON-SOLICIT 5.1 During the period of association and for {{NON_SOLICIT_MONTHS}} months following cessation, no Founder shall solicit for employment any then- employee of the Company, except where the employee responds to a public job advertisement not specifically targeted at Company employees. 5.2 The Parties acknowledge that under Section 27 of the Indian Contract Act 1872, a post-termination non-compete is unenforceable, and accordingly no such restraint is imposed on any Founder. 6. DECISION MAKING 6.1 Day-to-day operating decisions shall be made by the Chief Executive Officer. 6.2 The matters set out in Schedule 2 shall require the unanimous written consent of all Founders (the "Founder Reserved Matters"), pending which nothing shall be undertaken by the Company on those matters. 7. DISPUTE RESOLUTION 7.1 The Founders shall attempt in good faith to resolve any dispute by mediation, and if mediation fails within 30 days, by arbitration under the Arbitration and Conciliation Act 1996 by a sole arbitrator seated at {{SEAT_OF_ARBITRATION}}. 8. TERM AND TERMINATION 8.1 This Agreement shall commence on the Effective Date and shall continue until terminated by mutual agreement of all Founders or by superseding provisions in a Shareholders' Agreement entered into with future Investors. 9. MISCELLANEOUS 9.1 This Agreement is governed by Indian law. 9.2 Amendments must be in writing and signed by all Founders. 9.3 The Schedules form an integral part of this Agreement. SCHEDULES Schedule 1 — Founders, Titles and Initial Shareholding Schedule 2 — Founder Reserved Matters IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. [Signature blocks for each Founder + the Company]

Licence & disclaimer

Free to use, copy, modify and redistribute, including commercially, without attribution.

Provided as-is as a drafting starting point. This is not legal advice and does not create an attorney-client or advocate-client relationship. Indian law is fact- and state-specific — stamp duty, registration and several employment obligations vary by state. Have a qualified advocate or company secretary review any document before you sign it.

Founders' Agreement — India

Licence & disclaimer

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