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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]

Introduction
Purpose of the Company
Roles and Responsibilities
Equity Ownership
Vesting
Decision-Making
Confidentiality
Non-Competition
Dispute Resolution
Governing Law
Entire Agreement
Amendments
Severability
Notices
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