The Co-Founder Vesting Agreement is a critical document for Nigerian startups and new businesses that helps align founder interests with long-term company success. It is typically implemented at company formation or during early stages when establishing equity distribution among founders. The agreement, governed by Nigerian law including CAMA 2020 and relevant securities regulations, protects both the company and co-founders by preventing immediate full ownership of shares and ensuring sustained commitment through a structured vesting schedule. This document is particularly important in the Nigerian startup ecosystem where founder relationships and equity distribution need clear legal framework to prevent future disputes and facilitate potential investor due diligence.
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1. Parties: Identifies the company and all co-founders entering into the agreement
2. Background: Explains the context of the agreement, including the company's formation and the co-founders' roles
3. Definitions: Defines key terms used throughout the agreement including 'Vesting', 'Shares', 'Vesting Period', etc.
4. Grant of Shares: Details the initial share allocation and share class specifications
5. Vesting Schedule: Specifies the standard vesting period and the percentage of shares that vest at each interval
6. Founder Commitments: Outlines the co-founders' obligations, responsibilities, and time commitment requirements
7. Termination Provisions: Describes what happens to unvested shares upon voluntary departure or termination
8. Transfer Restrictions: Specifies limitations on share transfers during the vesting period
9. Representations and Warranties: Standard declarations by all parties regarding their capacity and authority to enter the agreement
10. Confidentiality: Provisions protecting company and co-founder confidential information
11. Dispute Resolution: Procedures for resolving disagreements related to the vesting agreement
12. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments
1. Cliff Period: Specifies an initial period before any shares vest, typically used for new or unproven co-founders
2. Accelerated Vesting: Conditions under which vesting schedule may be accelerated (e.g., company sale or IPO)
3. Good Leaver/Bad Leaver Provisions: Different treatment of unvested shares based on circumstances of departure
4. Tag-Along Rights: Rights of co-founders to join in sale of shares by other shareholders
5. Drag-Along Rights: Company's right to force co-founders to sell shares in certain circumstances
6. Intellectual Property Assignment: Specific provisions for IP created by co-founders during the vesting period
7. Non-Competition: Restrictions on competing activities during and after the vesting period
8. Board Representation: Rights of co-founders to board seats during vesting period
1. Schedule 1 - Share Allocation Table: Detailed breakdown of initial share allocation and vesting schedule for each co-founder
2. Schedule 2 - Founder Information: Personal details and contact information for all co-founders
3. Schedule 3 - Company Information: Corporate details including registration number, registered office, and share capital structure
4. Schedule 4 - Vesting Calculations: Detailed methodology for calculating vested shares at any given point
5. Schedule 5 - Share Transfer Form: Template for transferring shares upon vesting or other permitted transfers
6. Appendix A - Deed of Adherence: Template for new co-founders to join the vesting agreement
7. Appendix B - Share Certificate Template: Format for share certificates to be issued upon vesting
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