FOUNDERS' AGREEMENT India Date: [date]. Place of signing: [city, State or Union Territory]. Company: [registered name] Private Limited, corporate identity number [number], registered office [address], represented by [authorised signatory and office] (Company). Founder A: [full name, residential address and permanent account number], an adult resident in India. Founder B: [full name, residential address and permanent account number], an adult resident in India. Founder A and Founder B are the Founders. 1. Project and consideration The parties will develop and commercialise [specific product or service] through the Company (Project). Founder A owns [number] fully paid equity shares and Founder B owns [number], together comprising all issued shares. In consideration of the mutual promises in this agreement and INR [amount] payable by the Company to each Founder for the copyright assignment, the parties agree as follows. This agreement does not issue or transfer shares. 2. Founder work Each Founder must perform the role, deliverables and target dates stated for that Founder in Schedule 1, exercise reasonable skill and care, keep the other parties informed of material delay, and promptly deliver Project records and access credentials to the Company. Changes to a deliverable or date require the written agreement of the Company and both Founders. This agreement does not by itself create employment, a partnership between the Founders, or authority for one Founder to bind another or the Company. Salary, expenses and employee benefits require a separate written arrangement and the necessary Company approval. 3. Project copyright Founder Materials means the works identified for a Founder in Schedule 1 as existing before this agreement. Project Work means each copyright work that a Founder creates after this agreement specifically to perform that Founder's Schedule 1 obligations. Each Founder assigns to the Company, in writing and with full title, all copyright that the Founder owns in that Founder's Founder Materials and all future copyright in that Founder's Project Work as it comes into existence. The assignment covers every exclusive right comprised in copyright, for the world, for the entire copyright term and any renewal or extension. The consideration is the amount stated in clause 1; no further royalty is payable except to the extent mandatory law requires otherwise. The Company must exercise at least one assigned right in each work within one year after its assignment, including by reproducing the work in the Company's controlled repository. The assignment excludes any material expressly listed as excluded in Schedule 1. Each Founder must sign a further document reasonably required to record the assignment, at the Company's cost. Non-waivable moral and statutory rights remain unaffected. 4. Confidential information Each Founder must use non-public technical, financial, customer and business information received for the Project only for the Company, protect it with reasonable care, and disclose it only to a person bound to keep it confidential. This obligation does not cover information that is public without breach, was lawfully known without restriction, or must be disclosed by law after notice where lawful. On request or departure, a Founder must return or delete Company information, except one copy required by law. 5. Company decisions The board manages the Company under the Companies Act, 2013 and the articles. The Founders must use their lawful shareholder votes to keep the articles consistent with this agreement, but this agreement does not amend the articles. A Founder appointed as a director must exercise independent judgment and comply with statutory duties; no provision requires a director to follow an instruction that would breach those duties. 6. Departure and duration A Founder may stop future Project work by giving [30] calendar days' written notice to the Company and the other Founder. Departure does not itself cancel or transfer shares. Any share sale, employment consequence or board change requires its own lawful instrument, corporate action and compliance with the articles. Clauses 3 and 4 and accrued rights survive departure or termination. This agreement starts when all parties sign and ends by their written agreement or when the Company is lawfully dissolved. An amendment must be in writing signed by all parties. 7. Law and stamping Indian law governs this agreement. Courts at [city, State or Union Territory] have jurisdiction, subject to mandatory company-law jurisdiction. The Company must arrange and pay for stamping required in the State or Union Territory of execution. For the Company: ____________________ Name and office: [details] Date: [date] Founder A: ____________________ Date: [date] Founder B: ____________________ Date: [date] SCHEDULE 1 — FOUNDER CONTRIBUTIONS Project specification: [precise scope]. Founder A role, deliverables and dates: [details]. Founder A Founder Materials: [identify each work, version and location]. Founder A excluded material: [none or details]. Founder B role, deliverables and dates: [details]. Founder B Founder Materials: [identify each work, version and location]. Founder B excluded material: [none or details]. --- License: Licensed under CC BY 4.0. Attribution is required when you publish or redistribute this Template or an adapted version to the public. Attribution is not required merely because you use or adapt the Template for your own business or legal purposes, including preparing, negotiating, signing, or exchanging an agreement with a counterparty. License details. 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