What topics should be covered in a founder agreement?

Your founder agreement will govern the relationship between the initial founders of the company as it matures. It is important for the founders to work together on this document and make sure that each founder understands exactly what is going into the agreement. The founder agreement can and probably should cover a variety of topics, but here are a few things that definitely need to be in there:

Ownership and capital contribution — your founder agreement should list out the amount of ownership of each founder as well as any capital contribution that any founder may have made. Keep in mind that equity percentages can change overtime and that potential dilution may need to be provided for in the agreement as well. You and your lawyer would do well to eliminate any loopholes that would allow your partners to head to Vegas on the company dime every weekend.

Roles and responsibilities — each founder will likely have a different role that comes with its own responsibilities. The roles and responsibilities of each founder should be listed out and defined carefully. There also may be a need to provide for how roles and responsibilities may change over time.

Goals and evaluation — your startup likely has goals and drafting your founders agreement with these goals in mind will help you stay on track as your business grows. It is also important to determine how your progress in relation to your goals is evaluated. Setting out a formula for calculating your progress is a good idea.

Other stuff — a business plan, the direction of the company, the legal structure, expected salaries, normal operating procedures, IP protocol & assignment

These are only a few general things to keep in mind; there are a lot of things to think about at this stage. For that reason, it is best to consult with an experienced attorney who can help you make sure you have everything covered.

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