The Co-Founder Exit Agreement is a crucial document used when one of the original founders decides to leave a company, whether due to retirement, pursuit of other opportunities, or strategic disagreements. This agreement, structured under Irish law, serves as a comprehensive framework for managing the separation process, protecting both the departing founder's interests and the company's future stability. It typically comes into play during significant company transitions and requires careful consideration of Irish corporate law, particularly the Companies Act 2014 and relevant tax legislation. The document addresses various aspects including share valuation, transfer mechanisms, confidentiality requirements, non-compete provisions, and ongoing obligations. It's particularly important in privately held companies where share transfers and ownership changes need to be carefully managed to maintain business continuity and stakeholder confidence.
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1. Parties: Identifies the contracting parties: typically the company, the departing co-founder, and remaining co-founders
2. Background: Outlines the context of the agreement, including company formation date, current ownership structure, and reason for exit
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Share Transfer Terms: Details of the share transfer, including quantity, price, and payment terms
5. Resignation from Positions: Terms of resignation from directorship, employment, and other official positions
6. Consideration: Details of all payments, benefits, and other consideration being provided as part of the exit
7. Release and Waiver: Mutual release of claims and obligations between parties
8. Confidentiality Obligations: Ongoing obligations regarding company confidential information
9. Non-Compete and Non-Solicitation: Restrictions on future competitive activities and solicitation of employees/clients
10. Company Property: Requirements for return of company property and intellectual property rights
11. Tax Matters: Handling of tax liabilities and obligations related to the exit
12. Announcements: Agreement on public communications regarding the exit
13. General Provisions: Standard legal provisions including governing law, entire agreement, and severability
1. Earnout Provisions: Used when part of the exit payment is contingent on future performance metrics
2. Ongoing Consultancy: Include when the departing founder will continue providing services as a consultant
3. Intellectual Property Assignment: Detailed IP assignment provisions if the founder was key in developing company IP
4. Share Option Treatment: Required if the departing founder has existing share options or unvested equity
5. Transition Services: Include when the founder will provide specific handover or transition support
6. Board Observer Rights: Used when the departing founder retains some shares and board observation rights
7. Dispute Resolution: Specific dispute resolution procedures beyond court jurisdiction
8. Personal Guarantees: Provisions dealing with existing personal guarantees given by the departing founder
1. Schedule 1 - Share Details: Details of shares being transferred, including share certificates and class rights
2. Schedule 2 - Payment Schedule: Detailed breakdown of payment terms, instalments, and timing
3. Schedule 3 - Company Property: Itemized list of company property to be returned
4. Schedule 4 - Resignation Letters: Pro-forma resignation letters from various positions
5. Schedule 5 - IP Rights: Detailed list of intellectual property rights being transferred or retained
6. Schedule 6 - Restrictive Covenants: Detailed terms of non-compete and non-solicitation restrictions
7. Schedule 7 - Outstanding Loans and Guarantees: List of any loans, guarantees, or financial obligations to be addressed
8. Appendix A - Board Resolution: Copy of board resolution approving the exit terms
9. Appendix B - Share Transfer Forms: Required statutory forms for share transfers
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