## Co-Founder Agreement for a Technology Startup

This Co-Founder Agreement ("Agreement") is made and entered into as of [Date] by and between [Founder 1 Full Name], residing at [Founder 1 Address] ("Founder 1"), and [Founder 2 Full Name], residing at [Founder 2 Address] ("Founder 2").

**1. Introduction**

1.1. Founder 1 and Founder 2 are the founders of [Startup Name], a technology startup incorporated in Kenya ("Company").

1.2. This Agreement sets forth the terms and conditions governing the relationship between Founder 1 and Founder 2 in connection with the Company.

**2. Purpose of the Company**

2.1. The Company's purpose is to [State the Company's Purpose].

**3. Roles and Responsibilities**

3.1. Founder 1 shall be responsible for [Founder 1 Responsibilities].

3.2. Founder 2 shall be responsible for [Founder 2 Responsibilities].

**4. Equity Ownership**

4.1. Founder 1 shall own [Founder 1 Equity Percentage]% of the issued and outstanding shares of the Company.

4.2. Founder 2 shall own [Founder 2 Equity Percentage]% of the issued and outstanding shares of the Company.

**5. Vesting**

5.1. The equity ownership of each Founder shall vest over a period of [Vesting Period] years, subject to the following vesting schedule:

* [Vesting Schedule]

5.2. In the event of a Founder's termination of employment or resignation from the Company, the Founder's unvested shares shall be forfeited.

**6. Decision-Making**

6.1. All major decisions affecting the Company shall be made by mutual agreement between Founder 1 and Founder 2.

6.2. In the event of a disagreement, the decision shall be made by a majority vote of the Founders.

**7. Confidentiality**

7.1. Each Founder agrees to hold in confidence all confidential information of the Company, including but not limited to trade secrets, customer lists, financial information, and business plans.

7.2. Confidential information shall not be disclosed to any third party without the prior written consent of the other Founder.

**8. Non-Competition**

8.1. Each Founder agrees not to engage in any business activity that is directly competitive with the Company during the term of this Agreement and for a period of [Non-Competition Period] years after the termination of this Agreement.

**9. Dispute Resolution**

9.1. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the Arbitration Act, 1995.

9.2. The arbitration shall be conducted in [Location] and the language of the arbitration shall be English.

**10. Governing Law**

10.1. This Agreement shall be governed by and construed in accordance with the laws of Kenya.

**11. Entire Agreement**

11.1. This Agreement constitutes the entire agreement between the Founders with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

**12. Amendments**

12.1. This Agreement may be amended only by a written instrument signed by both Founders.

**13. Severability**

13.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

**14. Notices**

14.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by overnight courier service, addressed as follows:

* If to Founder 1: [Founder 1 Address]
* If to Founder 2: [Founder 2 Address]

**15. Binding Effect**

15.1. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

**IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.**

**[Founder 1 Signature]**

**[Founder 1 Printed Name]**

**[Founder 2 Signature]**

**[Founder 2 Printed Name]**

### Table of Contents

1. Introduction
2. Purpose of the Company
3. Roles and Responsibilities
4. Equity Ownership
5. Vesting
6. Decision-Making
7. Confidentiality
8. Non-Competition
9. Dispute Resolution
10. Governing Law
11. Entire Agreement
12. Amendments
13. Severability
14. Notices
15. Binding Effect

### Case Laws

* **Joseph Muthuri Ikunyua & 32 others v Co-operative Bank of Kenya Limited & 14 others [2018] eKLR:** This case established that a co-operative society, like a company, is a separate legal entity from its members. It has the capacity to own property, sue or be sued, and enter into contracts in its own name. This principle is relevant to the Co-Founder Agreement as it clarifies the legal status of the Company and its founders.

### TLDR

This Co-Founder Agreement outlines the roles, responsibilities, equity ownership, vesting schedule, decision-making process, confidentiality obligations, non-competition clauses, dispute resolution mechanism, governing law, and other essential terms for a technology startup in Kenya.

### Conclusion

This Co-Founder Agreement is a crucial document for any technology startup in Kenya. It establishes a clear framework for the relationship between the founders, ensuring that their rights and obligations are well-defined. By addressing key issues such as equity ownership, vesting, decision-making, and confidentiality, this Agreement helps to prevent future disputes and promote a harmonious working relationship between the founders.

***

## Sample Co-Founder Agreement

***

**Co-Founder Agreement**

This Co-Founder Agreement ("Agreement") is made and entered into as of [Date] by and between [Founder 1 Full Name], residing at [Founder 1 Address] ("Founder 1"), and [Founder 2 Full Name], residing at [Founder 2 Address] ("Founder 2").

**1. Introduction**

1.1. Founder 1 and Founder 2 are the founders of [Startup Name], a technology startup incorporated in Kenya ("Company").

1.2. This Agreement sets forth the terms and conditions governing the relationship between Founder 1 and Founder 2 in connection with the Company.

**2. Purpose of the Company**

2.1. The Company's purpose is to [State the Company's Purpose].

**3. Roles and Responsibilities**

3.1. Founder 1 shall be responsible for [Founder 1 Responsibilities].

3.2. Founder 2 shall be responsible for [Founder 2 Responsibilities].

**4. Equity Ownership**

4.1. Founder 1 shall own [Founder 1 Equity Percentage]% of the issued and outstanding shares of the Company.

4.2. Founder 2 shall own [Founder 2 Equity Percentage]% of the issued and outstanding shares of the Company.

**5. Vesting**

5.1. The equity ownership of each Founder shall vest over a period of [Vesting Period] years, subject to the following vesting schedule:

* [Vesting Schedule]

5.2. In the event of a Founder's termination of employment or resignation from the Company, the Founder's unvested shares shall be forfeited.

**6. Decision-Making**

6.1. All major decisions affecting the Company shall be made by mutual agreement between Founder 1 and Founder 2.

6.2. In the event of a disagreement, the decision shall be made by a majority vote of the Founders.

**7. Confidentiality**

7.1. Each Founder agrees to hold in confidence all confidential information of the Company, including but not limited to trade secrets, customer lists, financial information, and business plans.

7.2. Confidential information shall not be disclosed to any third party without the prior written consent of the other Founder.

**8. Non-Competition**

8.1. Each Founder agrees not to engage in any business activity that is directly competitive with the Company during the term of this Agreement and for a period of [Non-Competition Period] years after the termination of this Agreement.

**9. Dispute Resolution**

9.1. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the Arbitration Act, 1995.

9.2. The arbitration shall be conducted in [Location] and the language of the arbitration shall be English.

**10. Governing Law**

10.1. This Agreement shall be governed by and construed in accordance with the laws of Kenya.

**11. Entire Agreement**

11.1. This Agreement constitutes the entire agreement between the Founders with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

**12. Amendments**

12.1. This Agreement may be amended only by a written instrument signed by both Founders.

**13. Severability**

13.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

**14. Notices**

14.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by overnight courier service, addressed as follows:

* If to Founder 1: [Founder 1 Address]
* If to Founder 2: [Founder 2 Address]

**15. Binding Effect**

15.1. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

**IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.**

**[Founder 1 Signature]**

**[Founder 1 Printed Name]**

**[Founder 2 Signature]**

**[Founder 2 Printed Name]**

***

## Co-Founder Agreement for a Technology Startup

### Table of Contents

1. Introduction
2. Definitions
3. Purpose and Scope
4. Roles and Responsibilities
5. Equity Ownership
6. Intellectual Property
7. Decision Making and Voting
8. Compensation and Benefits
9. Confidentiality
10. Non-Compete and Non-Solicitation
11. Dispute Resolution
12. Termination
13. Miscellaneous Provisions
14. Signatures

---

### 1. Introduction

This Co-Founder Agreement (the "Agreement") is made and entered into as of [Date], by and between [Founder 1 Name], residing at [Founder 1 Address], and [Founder 2 Name], residing at [Founder 2 Address], (collectively referred to as the "Co-Founders").

### 2. Definitions

- **Company**: The technology startup to be formed by the Co-Founders, tentatively named [Company Name].
- **Equity**: Ownership interest in the Company, represented by shares or units.
- **Intellectual Property**: All patents, trademarks, copyrights, trade secrets, and other proprietary rights related to the Company's business.

### 3. Purpose and Scope

The purpose of this Agreement is to outline the terms and conditions governing the relationship between the Co-Founders, including their roles, responsibilities, equity ownership, and other key aspects of the business.

### 4. Roles and Responsibilities

- **[Founder 1 Name]**: [Detailed description of roles and responsibilities, e.g., CEO, responsible for overall strategy, fundraising, and business development].
- **[Founder 2 Name]**: [Detailed description of roles and responsibilities, e.g., CTO, responsible for technology development, product management, and technical team leadership].

### 5. Equity Ownership

- **Initial Equity Split**: The Co-Founders agree to the following initial equity split:
  - [Founder 1 Name]: [Percentage]% of the Company's equity.
  - [Founder 2 Name]: [Percentage]% of the Company's equity.
- **Vesting Schedule**: The equity will vest over a period of [Number] years, with a [Number]-month cliff. In the event of a Co-Founder's departure, unvested shares will be forfeited.

### 6. Intellectual Property

- **Ownership**: All intellectual property developed by the Co-Founders related to the Company's business shall be owned by the Company.
- **Assignment**: Each Co-Founder agrees to assign all rights, title, and interest in any intellectual property created during the course of their work for the Company to the Company.

### 7. Decision Making and Voting

- **Board of Directors**: The initial Board of Directors will consist of the Co-Founders.
- **Voting**: Decisions will be made by a majority vote of the Board of Directors. In the event of a tie, [Founder 1 Name] will have the deciding vote.

### 8. Compensation and Benefits

- **Salaries**: The Co-Founders will initially receive the following salaries:
  - [Founder 1 Name]: KES [Amount] per month.
  - [Founder 2 Name]: KES [Amount] per month.
- **Benefits**: The Co-Founders will be entitled to standard employee benefits, including health insurance, paid time off, and other benefits as determined by the Board of Directors.

### 9. Confidentiality

- **Confidential Information**: Each Co-Founder agrees to keep all confidential information related to the Company's business strictly confidential and not to disclose it to any third party without the Company's prior written consent.

### 10. Non-Compete and Non-Solicitation

- **Non-Compete**: During the term of this Agreement and for a period of [Number] years thereafter, the Co-Founders agree not to engage in any business that competes with the Company.
- **Non-Solicitation**: During the term of this Agreement and for a period of [Number] years thereafter, the Co-Founders agree not to solicit any employees, customers, or clients of the Company.

### 11. Dispute Resolution

- **Mediation**: In the event of a dispute arising out of or relating to this Agreement, the Co-Founders agree to first attempt to resolve the dispute through mediation.
- **Arbitration**: If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the [Arbitration Institution] in Kenya.

### 12. Termination

- **Voluntary Termination**: Either Co-Founder may terminate this Agreement by providing [Number] days' written notice to the other Co-Founder.
- **Involuntary Termination**: The Agreement may be terminated by the Company for cause, including but not limited to breach of this Agreement, gross misconduct, or failure to perform duties.

### 13. Miscellaneous Provisions

- **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of Kenya.
- **Entire Agreement**: This Agreement constitutes the entire agreement between the Co-Founders and supersedes all prior agreements and understandings, whether written or oral.
- **Amendments**: Any amendments to this Agreement must be in writing and signed by both Co-Founders.

### 14. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Co-Founder Agreement as of the day and year first above written.

---

**[Founder 1 Name]**  
Signature: ___________________________  
Date: _______________________________

**[Founder 2 Name]**  
Signature: ___________________________  
Date: _______________________________

---

## Conclusion

A Co-Founder Agreement is a crucial document for any startup, as it clearly outlines the roles, responsibilities, and expectations of each founder. This helps in preventing disputes and ensuring a smooth operation of the business. By addressing key aspects such as equity ownership, intellectual property, decision-making, and dispute resolution, the Co-Founders can focus on growing their business with a clear understanding of their mutual commitments.

### TLDR

A Co-Founder Agreement is essential for outlining the roles, responsibilities, and expectations of each founder in a technology startup. It covers aspects such as equity ownership, intellectual property, decision-making, and dispute resolution to ensure smooth business operations and prevent disputes.

---

Sources:
- [PandaDoc](https://www.pandadoc.com/founders-agreement-template/)
- [Signaturely](https://signaturely.com/contracts/founders-agreement-template/)
- [Startups.com](https://www.startups.com/library/expert-advice/startup-founders-agreement)
- [Masibo Law](https://masibolaw.co.ke/2024/01/16/why-every-startup-should-have-a-co-founders-agreement/)
- [Failory](https://www.failory.com/blog/founders-agreement)

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