Legal Templates

Load this file for co-founder agreements, NDAs, vesting schedules, and equity offer conversations.

Disclaimer: These are starter templates for educational context. Always review with a licensed attorney before signing or sending legal documents.

Co-Founder Agreement Outline

Use this as the discussion guide before engaging an attorney.

CO-FOUNDER AGREEMENT — KEY TERMS WORKSHEET
[Company Name] | [Date]

PARTIES
Founder 1: [Name] — [Role/Title]
Founder 2: [Name] — [Role/Title]

1. EQUITY SPLIT
   Founder 1: ___% | Founder 2: ___%
   Rationale (write it down): [Why this split — contributions, risk, timing]

2. VESTING
   Schedule: 4 years / 1-year cliff (standard)
   Acceleration: Single trigger / double trigger / none
   Unvested shares if founder leaves: [Company buyback at original price]

3. ROLES & DECISION AUTHORITY
   CEO: [Name] — final call on [day-to-day, hiring, product]
   CTO/COO: [Name] — final call on [engineering, ops]
   Requires both founders: [Major pivots, fundraising, equity grants, acquisitions]

4. COMMITMENT
   Full-time from: [Date]
   Exceptions: [Any existing obligations]
   Moonlighting: [Allowed / Not allowed / Allowed with disclosure]

5. COMPENSATION
   Current salary: $[X] each / deferred until [milestone]
   Future raises: Based on [milestone / funding / mutual agreement]

6. IP ASSIGNMENT
   All work related to [Company] belongs to [Company] — including prior work brought in
   Each founder signs an IP assignment agreement

7. DEPARTURE
   Good leaver (vested shares kept): [Resignation after cliff / illness / etc.]
   Bad leaver (unvested forfeited, vested may be bought back): [Cause / competing company]
   Notice period: [30 / 60 / 90 days]

8. NON-COMPETE / NON-SOLICIT
   Scope: [Industry / geography / duration — typically 1 year post-departure]
   Customers: Cannot solicit company customers for [X years]
   Employees: Cannot hire away team members for [X years]

9. DISSOLUTION
   If company winds down: [Pro-rata distribution after liabilities]
   If founders can't agree: [Mediation → arbitration process]

Signed:
[Founder 1] _________________ Date: _________
[Founder 2] _________________ Date: _________

Simple NDA (Mutual)

MUTUAL NON-DISCLOSURE AGREEMENT

This Agreement is entered into as of [Date] between:
Party A: [Your Company Name], [State] [Entity Type]
Party B: [Other Party Name], [State] [Entity Type]

1. CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by either party
in connection with [purpose — e.g., "evaluating a potential business relationship"],
whether oral, written, or in any other form.

2. OBLIGATIONS
Each party agrees to: (a) keep Confidential Information strictly confidential;
(b) use it only for the stated purpose; (c) disclose it only to employees or advisors
with a need to know who are bound by similar obligations.

3. EXCLUSIONS
Obligations do not apply to information that: (a) is or becomes public without breach;
(b) was known before disclosure; (c) is independently developed; (d) is required by law.

4. TERM
This Agreement is effective for [2 years] from the date above.

5. NO LICENSE
Nothing herein grants any rights to intellectual property of either party.

6. GOVERNING LAW
This Agreement is governed by the laws of [State].

Party A: ___________________ Date: _________
Name: _____________________ Title: _________

Party B: ___________________ Date: _________
Name: _____________________ Title: _________

Vesting Schedule Summary (For Conversations)

Use this to explain vesting to a new hire or co-founder:

YOUR EQUITY GRANT SUMMARY

Shares granted: [X] shares ([X]% of fully diluted)
Grant date: [Date]
Strike price: $[X] per share (set by 409A valuation)
Vesting schedule: 4 years / 1-year cliff

WHAT THIS MEANS:
• Month 0–11: No shares vest. You must stay through Month 12 to receive anything.
• Month 12 (cliff): 25% vests immediately — [X] shares
• Months 13–48: [X] shares vest each month (1/48 of total)
• Month 48: Fully vested

IF YOU LEAVE:
• Before the cliff: 0 shares
• After the cliff: Vested shares are yours; unvested are forfeited
• You have [90 days] to exercise vested options after leaving (verify with attorney)

83(b) ELECTION NOTE:
If you are receiving restricted stock (not options), file an 83(b) election with the
IRS within 30 days of your grant date. Missing this deadline has significant tax
consequences. [Provide IRS Form 83(b) and instructions.]

Equity Offer Conversation Guide

Use when making an equity offer to an employee or advisor:

Opening: > "I want to talk about equity because I think it's important you understand what you're getting and what it could be worth."

Explain the basics: > "We're offering you X% of the company, fully diluted. That means if we raise at a $10M valuation, your stake is worth approximately $X on paper — more if we grow."

Explain vesting: > "It vests over 4 years with a 1-year cliff. Here's what that means in plain terms: [walk through the summary above]."

Be honest about risk: > "Equity in an early-stage startup is speculative. It could be worth a lot, or nothing. I don't want to oversell it — but I do believe in where we're going."

Handle the "can I have more cash instead" question: > "We're balancing runway right now, so cash comp is [X]. The equity is our way of sharing the upside we're building together."

Advisor Agreement Outline

ADVISOR AGREEMENT — KEY TERMS

Advisor: [Name]
Company: [Company Name]
Effective date: [Date]

SCOPE OF ADVISORY SERVICES
[Advisor] will provide guidance on: [specific areas — e.g., product strategy, investor intros, industry connections]
Expected time: [X hours/month] for [X months / indefinitely]

COMPENSATION
Equity: [X]% (standard: 0.1–0.25% for seed-stage advisors)
Vesting: [12–24 month monthly vesting, no cliff — standard for advisors]
No cash compensation

IP
Any work product or introductions made in this capacity belong to [Company].

CONFIDENTIALITY
Advisor agrees to keep all company information confidential.

TERMINATION
Either party may terminate with 30 days written notice. Vested equity is retained.