Non binding agreement - for educationsl purposes only
Founders Service Agreement
This non binding agreement (“the Agreement”) is made between the entities signed as appendix 1 and sets out our obligations to each other relating to your roles as a co-founders at the startup name mentioned in appendix 1.
This is the contract you cant change which you sign with your team members. It breaks done your agreements and roles
You are a co-founder of the startup in appendix 1 and your role is as specified in appendix 1 . You acknowledge that the person holding this role your full efforts will be required to promote and develop the startup as specified in appendix 1
Your role at the company began on the start date specified in appendix 1.
Once you have a role in the team/ and startup, you have to work exactly as your role requires
2. WARRANTIES, RESPONSIBILITIES AND DUTIES
You represent and warrant to the startup specified in appendix 1 that, by entering into this Agreement or performing any service to the startup specified in appendix 1, you will not be in breach of any court order or any express or implied terms of any contract or other obligation that is binding on you.
So as not to cause any conflict between your involvement with the startup specified in appendix 1 and your outside interests, you agree not without the prior written consent of the Board (such consent not to be unreasonably withheld) to be directly or indirectly engaged or concerned in any other competing business.
Once you sign this contract and start working on the startup, you are not tied to another contract. It also says that you wont work or help another startup thats similar.
3. INTELLECTUAL PROPERTY, MORAL RIGHTS AND NON-INFRINGEMENT
You agree that all Created Works created by you are and will be original and will not be wholly or substantially copied from any third party works.
You agree that your work is original and wont copy anywhere else
4. CONFIDENTIAL INFORMATION
You acknowledge that in the course of your duties you will have access to and be entrusted with Confidential Information. You have therefore agreed to accept the restrictions in this section. You will not (except in the proper course of your duties), either during your involvement with the startup specified in appendix 1 or at any time afterwards use or disclose to any person whatsoever (and will use your best endeavours to prevent the publication or disclosure of) any Confidential Information. This will not apply to:
All notes, memoranda, samples and other documents and materials (in whatever form including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) containing Confidential Information or otherwise relating to the business of the startup specified in appendix 1 will be the property of the startup specified in appendix 1 and surrendered by you to the startup specified in appendix 1 at the request of the startup specified in appendix 1 at any time during the course of your service.
Everything you and your team members discuss about the business or create within, is private. And not to be shared with anyone outside the project. You startup will be the owner of all the work.
You have been offered shares in the Company. The terms and shares will be allocated equally amongst your co-founders.
You and you team members all own equal amounts of the business
6. NOTICE PERIOD AND TERMINATING YOUR SERVICE
Either you or the startup specified in appendix 1 can terminate your service by giving 30 days notice in writing.
We will be entitled to end your service to the startup specified in appendix 1 at any time without notice or payment in lieu of notice if:
you commit a serious breach of your obligations under this Agreement, including:
you are guilty of any gross misconduct affecting the business of the startup specified in appendix 1 (including your legal obligations regarding bribery and anti-corruption, non-harassment and non-discrimination);
you are, in the reasonable opinion of the Board, negligent and incompetent in the overall performance of your duties;
you behave in any manner which in the opinion of the Board brings or is likely to bring you or the startup specified in appendix 1 into disrepute or is materially adverse to the interests of the startup specified in appendix 1;
you are convicted of any criminal offence (other than an offence under any road traffic legislation in Israel or elsewhere for which a fine or non-custodial penalty is imposed) or any offence under any regulation or legislation relating to insider dealing, fraud or dishonesty;
you are physically or mentally incapable of performing your duties and may remain so for more than three months and a doctor has given a medical opinion to the startup specified in appendix 1 to that effect;
you are guilty of a serious breach of the requirements, laws, rules or codes applicable to corporate governance and/ or the dealing in securities.
If you want to leave, you need to tell everyone 30 days before. And the startup can also 'fire' you but needs to give you 30 days warning. The startup can fire you if;
You disobey the rules
Don't do your job
Don't represent the startup well
If you do something illegal
Can't do you job because of an accident
7. PROTECTION OF THE STARTUP SPECIFIED IN APPENDIX 1 INTERESTS
You agree that you will not directly or indirectly, either during your involvement, or for a period of 12 months immediately following the end of your service to the startup specified in appendix 1:
either on your own account or for any person induce or solicit or endeavour to induce or solicit any of the startup specified in appendix 1 employee to stop working for or providing their services to the startup specified in appendix 1 whether or not any such employee would by entering into the employment or engagement commit a breach of contract;
either on your own account or on behalf of any other person directly or indirectly induce or solicit or endeavour to induce or solicit any customer to stop conducting any business with the startup specified in appendix 1;
directly or indirectly induce or solicit or endeavour to induce or solicit any supplier to stop conducting business with the startup specified in appendix 1.
While with the startup or for 12 months after, you wont stop another team member from working at the startup for any reason.
8. DISCIPLINARY AND GRIEVANCE PROCEDURES
If you wish to seek redress for any grievance relating to your appointment you are entitled to raise the matter in writing with any other member of the company who will meet with you to discuss the grievance. If you are dissatisfied with any reprimand, suspension of other disciplinary step taken by the startup specified in appendix 1, you may appeal to the chairperson or the highest ranking officer of the startup specified in appendix 1.
Any issues you have with the startup or another team member, you need to write it down and discuss with your CEO or chairman of the startup.
Any notice or other communication given to a party under or in connection with this Agreement will be in writing and will be delivered by hand or sent by email to the other party’s email address as notified from time to time.
If anything in the agreement changes, it will be written and delivered to you. It can also be by email.
Agreed by co-founders and entity the startup specified in appendix 1 with effect from the date below:
You agree to this contract for your startup on the date below
We agree to the above
This contract is created for educational purposes only.
It is a non binding agreement in which the parties are not legally obligated to carry out its terms.
Their purpose is to state the parties' intention as part of the negotiation process. If all parties agree to the terms of the non-binding contract, they can sign a binding contract afterward.
Binding agreement based between the parties will be possible only after an establishing of a legal entity (company) and shall require re negotiation and signing of a new agreement by all parties.