Cofounder Agreement

Ensure Alignment of Vision

As you and your cofounder (or cofounders) embark on your entrepreneurial journey together, it’s imperative that you all share the same vision for the purpose and future of your company. It’s easy to get caught up in the thrill of launching a potentially successful startup together, but you all must take the time to establish the existential foundations of the company, and as early as possible, to help prevent the possibility of a drastic falling out later on.

What Are Your Goals?

  • Why are you creating this startup?
  • What need will it fill?
  • What will your initial product/service offering be?
  • And what is your strategy for growing the company?

What Are Your Company Values and Philosophy?

Your company’s success depends on vision alignment (alignment between you and your investors, your employees, and your customers, etc.). Do you share the same priorities? Do you agree on what’s most important to you both personally and for the future of your company?

How Do You Measure Success?

  • What do you and your co-founder(s) hope to get out of this business?
  • How will you know if you’ve achieved your goals?
  • If you don’t agree on the same goals, how will you know when you’ve achieved them?

“Discussing these issues with your co-founder could get uncomfortable, create rifts, or even uncover deal-breakers. If you are able to successfully have these difficult conversations, this is a testament to your partnership and to the strength of your relationship — and will serve as a solid foundation from which to grow your business.” – David Ehrenberg

Working Styles and Culture

Once you and your cofounder have laid down the aspirational and philosophical groundwork for your startup, this is also the ideal time to determine what kind of working environment best complements the vision of your startup.

  • What 3 words best describe the startup culture you want to create (e.g. open, hard-working, eccentric, etc.)? Pro-tip: If you’re really serious and far along go visit few office spaces together to get a sense of what each of you likes work environments wise and why.
  • What values do we want to instill in our employees?
  • If you could pick 2 things to change about our company, and two things to bring with you from your previous experience, what would they be and why?
  • How much equity are we allocating for future employees?
  • What should we look for in our first 5 hires?
  • Describe your ideal working style.

Legal Decisions & Definitions

General Questions

  • Is the percentage ownership subject to vesting based on continued participation in the business?
  • If one founder leaves, does the company or the other founder have the right to buy back that founder’s shares? At what price?=
  • What salaries (if any), are the founders entitled to? How can that be changed?
  • How are key decisions and day-to-day decisions of the business to be made?

Basic Legal Definitions

Harroch’s article also explores numerous basic legal terms associated with launching a startup, all of which you and your business partner should familiarize yourselves with.

  • Confidentiality Agreements – These are also referred to as Non-Disclosure Agreements or NDAs. The purpose of the agreement is to allow the holder of confidential information to share it with a third party.
  • Copyright – A copyright gives the owner the exclusive right to make copies of the work and to prepare derivative works (such as sequels or revisions) based on the work.
  • General Partnership – If there is more than one founder, a general partnership is often chosen as the legal form of business entity.
  • Patent – A patent gives its inventor the right to prevent others from making, using, or selling the patented subjected matter described in words in the patent’s claims.
  • Service marks – Service marks resemble trademarks and are used to identify services.
  • Tax Incentive – Depending on the nature of the business, various tax incentives may be available, such as renewable energy tax credits and investment tax credits.
  • Trademark – A trademark right protects the symbolic value of a word, name, symbol, or device that the trademark owner used to identify or distinguish its good from those of others.
  • Trade Secret – A trade secret right allows the owner of the right to take action against anyone who breaches an agreement or confidential relationship or who steals or uses other improper means to obtain secret information.

Include a Vesting Schedule When Issuing Shares to Co-founders

When you create a vesting schedule, this means that the co-founder will earn their shares over time and protects you and the company if that a co-founder leaves the company or doesn’t pull their weight. The standard vesting period is four years, with monthly vesting of shares. Unvested shares should be subject to repurchase by the company if the co-founder leaves the company.

Protect Your Valuable Intellectual Property

If intellectual property is a vital element of your business, it’s important to protect that IP during the formative stages of a company. You can address this issue by relying on patents, trademarks, copyrights, and trade secrets to protect your valuable IP. Another step you can take is requiring all co-founders and any third-party developers to assign to the company their rights in IP they created and that is utilized by the company. Doing this will help prevent trouble if a co-founder leaves the company and takes a crucial patent with them.

How to Split Equity

Ideas are Valuable

If you brought the original concept to the table, increase your share holdings by about 5 percent. While execution is more important in the long run, whoever conceived the original idea deserves a little extra credit.

That First Step is a Doozy

Bringing something of value to the company during its formative stages – like a filed patent (not a provisional), a compelling demo, an early version of the product, or something else that means much of the work towards financing or revenue is already done – you should receive a considerable part of the equity.

Full Time Commitment is Expensive

Bottom line, if you’re working more, then you’re risking a lot more if the project fails, which means that you are entitled to more if the project succeeds. Also, keep in mind that part-time cofounders are a big minus to someone considering an investment, so choose your partners wisely.

The CEO Gets More. Always.

Splitting equity equally means that no one controls the company more than anyone else. But if that’s the case, than having a CEO is useless, as well as having any form of upper management. So, whoever is the designated CEO should get another slightly more equity. If you think that’s unfair, remember that market rate for a great CEO is higher than market rate for a great CTO, which means that’s how it is everywhere.

Reputation Counts

If you’re a beginning entrepreneur and your partner is an experienced founder with an established reputation, they deserve more equity. If that founder has an expansive network that benefits the company, they deserve more equity. If that founder can help secure more funding for your company, they deserve more equity.

“The question of equity brings out the most fundamental differences, perceptions, and values in an aspiring startup. In fact the equity question, more than any other, may strangle a young company before it can even get started. And that’s a damn good thing.” – Dan Shapiro

Final Thoughts

Yes, talking about such topics as company roles and vision and equity and the like can be uncomfortable among founders. However, these discussions are vital to a successful partnership, as well as a successful startup, and must be held before any of you invest too much time, energy, and money into a potential company. Keep in mind that whoever you decide to launch a company with, you all will have to make countless difficult decisions once your company is actually up and running. If you take nothing else from this blog post, at least follow the bit of advice below:

“Choose co-founders the way you would choose a spouse. The reality is that you will, at least in the early days, spend far more time with your co-founders than your partner.” – Danielle Newnham