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1. Parties: Identification of all founding members and the company details
2. Background: Context of the agreement, including company formation purpose and founders' intent
3. Definitions: Definitions of key terms used throughout the agreement
4. Equity Structure: Details of initial shareholding percentages and share class specifications
5. Roles and Responsibilities: Defined roles of each founder and their primary responsibilities in the company
6. Vesting Schedule: Terms of equity vesting including timeline and conditions
7. Transfer Restrictions: Limitations on transfer of shares and right of first refusal provisions
8. Intellectual Property Rights: Assignment of IP rights to the company and protection of company IP
9. Confidentiality: Non-disclosure obligations regarding company information
10. Decision Making: Voting rights and major decision-making procedures
11. Exit Provisions: Terms governing founder exit, including good/bad leaver provisions
12. Dispute Resolution: Process for resolving disputes between founders
13. Governing Law: Specification of Indian law as governing law and jurisdiction
1. Non-Compete: Restrictions on founders engaging in competing businesses, used when specific competitive concerns exist
2. Tag-Along Rights: Rights of minority founders to join in sale of shares, important for founder protection
3. Drag-Along Rights: Rights to force minority shareholders to join in sale, useful for future exit scenarios
4. Investment Commitments: Details of any promised capital contributions, used when founders are investing money
5. Founder Loans: Terms of any loans provided by founders to the company, if applicable
6. Dead-Lock Resolution: Special provisions for resolving situations where founders cannot agree, useful for 50-50 partnerships
7. Family Succession Rights: Rights regarding transfer of shares to family members, important for family-involved businesses
1. Schedule 1: Share Capital Structure: Detailed breakdown of shareholding pattern and share classes
2. Schedule 2: Founders' Details: Complete information about founders including contact details and shareholding
3. Schedule 3: Vesting Schedule Details: Comprehensive vesting timeline and milestones
4. Schedule 4: IP Assignment Details: List of intellectual property being assigned to the company
5. Schedule 5: Reserved Matters: List of decisions requiring special majority or unanimous consent
6. Appendix A: Company Business Plan: Initial business plan and objectives
7. Appendix B: Roles and Responsibilities Matrix: Detailed matrix of founder roles, responsibilities, and reporting structures
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