Founders' Agreement
Contract Template for New Zealand

FOUNDERS' AGREEMENT New Zealand Agreement date: [date]. Company: [registered name] Limited, New Zealand company number [number], registered office [address] (Company). First founder: [full legal name and address] (First Founder). Second founder: [full legal name and address] (Second Founder). The First Founder and Second Founder are the Founders and are adult shareholders of the Company. The First Founder holds [number] ordinary shares and the Second Founder holds [number], together being all issued shares. 1. Venture work The Company is pursuing [defined product, service or market] (Venture). Each Founder must complete the tasks allocated to that Founder in the Schedule by the stated dates, act honestly toward the Company, disclose a material obstacle promptly, and place current Venture files and credentials under Company control. The mutual promises and the existing opportunity to increase the value of each Founder's shares are consideration for these obligations. No further funding, share issue or share transfer occurs under this agreement. 2. Ownership of work Existing Materials means the copyright works identified against a Founder in the Schedule. Deliverables means copyright works created by that Founder to perform the scheduled tasks after the agreement date. Each Founder assigns to the Company all copyright owned by that Founder in the Existing Materials and, as it comes into existence, in every Deliverable. The Company receives the assigned rights throughout the world for the whole period of copyright, including rights to copy, adapt, communicate and authorise others to use the works. Materials specifically marked “excluded” in the Schedule remain with the Founder; that Founder grants the Company a perpetual, worldwide, royalty-free, transferable licence to use and adapt excluded material only to the extent embedded in a Deliverable. Each Founder must sign reasonable confirmatory documents at the Company's expense. Rights that cannot lawfully be assigned or waived remain unaffected. 3. Secrecy and records A Founder must keep confidential every non-public Venture plan, design, source file, price, account, customer record and access credential, and use it only for the Company. Disclosure is permitted to professional advisers or contractors who owe confidentiality, or when law requires it. Information independently and lawfully obtained, or public without breach, is excluded. A departing Founder must promptly return Company property and relinquish Company system access, while retaining records required by law. 4. Corporate responsibility The board manages the Company's business under the Companies Act 1993 and the constitution. Shareholder approval under this agreement does not replace any board decision or statutory resolution. A Founder who is a director must exercise their own judgment and comply with duties owed to the Company. The Founders must use their shareholder votes to keep the constitution consistent with lawful provisions of this agreement; signing this agreement does not amend the constitution. 5. Founder departure Either Founder may end that Founder's future task obligations on [30] calendar days' written notice. The parties must cooperate during that period to transfer Venture records and unfinished work. Departure does not automatically remove a director, terminate employment, forfeit shares or compel their sale; each such step requires the applicable separate agreement, constitution process and Companies Act procedure. The copyright assignment, licence, confidentiality obligations and accrued rights survive departure and termination. All parties may end or amend this agreement only by a signed writing. Otherwise it ends when the Company is removed from the register. 6. Governing law New Zealand law governs this agreement, and New Zealand courts have jurisdiction. Signed for the Company by an authorised signatory: ____________________ Name and position: [details] Date: [date] First Founder: ____________________ Date: [date] Second Founder: ____________________ Date: [date] SCHEDULE — WORK AND MATERIALS Venture description: [precise description]. First Founder tasks and dates: [details]. First Founder Existing Materials and excluded material: [identify each item or state none]. Second Founder tasks and dates: [details]. Second Founder Existing Materials and excluded material: [identify each item or state none].