The Cofounder Agreement serves as a foundational document for new business ventures in Malaysia, typically used when two or more individuals join forces to establish a company. It becomes particularly crucial in the early stages of business formation, before or shortly after company incorporation. This agreement addresses critical aspects such as capital contributions, equity splits, roles, voting rights, and exit mechanisms, all while ensuring compliance with Malaysian corporate law. It helps prevent future disputes by clearly documenting the founders' understanding and expectations, incorporating local legal requirements while following international best practices for startup governance. The document is especially important given Malaysia's growing startup ecosystem and can be customized for various business models and industries while maintaining its core protective functions.
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1. Parties: Identification and details of the co-founders entering into the agreement
2. Background: Context of the agreement, including the business concept and purpose of collaboration
3. Definitions: Key terms used throughout the agreement
4. Roles and Responsibilities: Detailed description of each co-founder's position, duties, and areas of responsibility
5. Capital Contributions: Initial and future capital contributions, including cash, assets, or services
6. Equity Structure: Distribution of shares, classes of shares, and vesting schedules
7. Decision Making: Voting rights and procedures for key business decisions
8. Intellectual Property: Ownership and protection of IP created before and during the business
9. Confidentiality: Protection of company and co-founder confidential information
10. Non-Compete and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/customers
11. Exit Provisions: Procedures for co-founder exit, including voluntary departure and termination
12. Dispute Resolution: Process for resolving disagreements between co-founders
13. General Provisions: Standard legal clauses including governing law, notices, and amendments
1. Tag-Along and Drag-Along Rights: Optional section for share transfer rights, particularly relevant for startups planning future investment rounds
2. Death and Incapacity: Optional provisions dealing with succession planning in case of death or incapacity of a co-founder
3. External Investment: Optional section covering procedures for accepting external investment and related dilution
4. Founder Compensation: Optional section detailing salary, benefits, and bonus structures if founders are also employees
5. Good/Bad Leaver Provisions: Optional detailed provisions for different types of departure scenarios
6. Family Members Involvement: Optional section governing involvement of family members in the business
1. Share Allocation Schedule: Detailed breakdown of shareholding percentages and share classes
2. Vesting Schedule: Timing and conditions of share vesting for each co-founder
3. Initial Business Plan: Overview of business strategy, objectives, and milestones
4. Intellectual Property Schedule: List of pre-existing IP brought into the business by each founder
5. Capital Contribution Schedule: Detailed list of initial and committed future contributions
6. Roles and Responsibilities Matrix: Detailed matrix of specific duties and accountability areas
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