The Co-Founder Exit Agreement is a crucial document used when one of the founding members decides to leave a company in the Philippines. This agreement becomes necessary when a co-founder wishes to separate from the business due to various circumstances such as retirement, pursuit of other opportunities, or strategic disagreements. The document must comply with Philippine corporate laws, particularly the Corporation Code and Securities Regulation Code. It typically includes detailed provisions for share valuation and transfer, payment structures, confidentiality obligations, non-compete restrictions, and the resolution of any outstanding matters between the parties. The agreement also addresses tax implications under Philippine law and may include provisions for transitional arrangements to ensure business continuity. This document is essential for protecting both the departing co-founder's interests and the company's stability during the transition.
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1. Parties: Identification of the departing co-founder, remaining co-founders, and the company
2. Background: Brief history of the company, co-founder's role, and circumstances leading to the exit
3. Definitions: Key terms used throughout the agreement
4. Share Transfer Terms: Details of the share transfer including quantity, price, and transfer mechanism
5. Payment Terms: Structure and timing of payments for the departing co-founder's shares
6. Representations and Warranties: Statements of fact by both parties regarding ownership, authority, and company status
7. Confidentiality: Ongoing obligations regarding company confidential information
8. Non-Compete and Non-Solicitation: Restrictions on future competitive activities and hiring company employees
9. Release of Claims: Mutual release of claims between parties
10. Tax Matters: Allocation of tax responsibilities and obligations
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
12. General Provisions: Standard clauses including notices, amendments, and severability
1. Intellectual Property Assignment: Required when the departing co-founder needs to formally transfer IP rights to the company
2. Transition Services: Include when the co-founder will provide transitional support post-exit
3. Advisory Role: Used when the co-founder will continue in an advisory capacity
4. Employee Matters: Required if the co-founder holds an employment position that needs termination
5. Outstanding Loans and Debts: Include if there are any financial obligations between the parties to be settled
6. Earnout Provisions: Used when part of the exit payment is contingent on future performance
7. Board Resignation: Required if the co-founder holds board positions
8. Public Announcements: Include for guidelines on how the exit will be communicated externally
1. Schedule A - Share Details: Details of shares held, including class, number, and percentage ownership
2. Schedule B - Valuation Report: Independent valuation of the shares being transferred
3. Schedule C - Payment Schedule: Detailed breakdown of payment installments and dates
4. Schedule D - Company Assets: List of company assets in which the departing co-founder has interests
5. Schedule E - Intellectual Property: Comprehensive list of IP rights being transferred
6. Schedule F - Outstanding Obligations: List of any pending commitments or obligations
7. Appendix 1 - Resignation Letters: Template or copies of resignation letters from various positions
8. Appendix 2 - Share Transfer Forms: Required legal forms for share transfer under Philippine law
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