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Founder Agreement Checklist

Educational checklist of every clause a founder agreement should address. Not a legal document.

Last updated May 19, 2026

What it is

A checklist of clauses a real founder agreement should address. Use it to brief your lawyer; do not use it as a substitute for one.

When to use it

Day one of any multi-founder business. Before equity gets emotional.

Important: Educational only. Not legal advice. Speak to a qualified lawyer admitted in your jurisdiction.

The template

# Founder Agreement Checklist (Educational)

**Educational only. Not legal advice.** Have a qualified lawyer in your country draft or review the actual agreement.

## Parties
- [ ] Full legal names of all founders
- [ ] Their roles (CEO, CTO, etc.)
- [ ] Effective date

## Equity
- [ ] Equity split (with the principle behind it — write it down even if split is 50/50)
- [ ] What that split looks like on the cap table
- [ ] Provision for adjustments before any institutional round

## Vesting
- [ ] Standard schedule (e.g. 4 years with 1-year cliff)
- [ ] What happens on voluntary departure
- [ ] What happens on termination for cause
- [ ] What happens on termination without cause
- [ ] Acceleration triggers (e.g. change-of-control acceleration)

## IP Assignment
- [ ] All work product belongs to the company
- [ ] Pre-existing IP carved out and listed explicitly
- [ ] Open-source or third-party code disclosed

## Decision Rights
- [ ] Day-to-day operational decisions: who decides what
- [ ] Major decisions requiring unanimous consent (e.g. fundraising, M&A, taking on debt over $X)
- [ ] Tie-breaker mechanism

## Compensation
- [ ] Salary (if any) at founding
- [ ] When salary increases trigger (e.g. after raising, after $X MRR)
- [ ] Expense reimbursement policy

## Time Commitment
- [ ] Full-time vs part-time
- [ ] Other commitments allowed (board seats, advisory, second jobs)
- [ ] Non-compete during tenure

## Exit Triggers
- [ ] Founder departure mechanics
- [ ] Buyback rights on un-vested or vested shares
- [ ] Right of first refusal on share sales

## Confidentiality
- [ ] Confidentiality obligations during and after tenure
- [ ] Trade secret protection

## Dispute Resolution
- [ ] How disputes get resolved (mediation, arbitration, court)
- [ ] Jurisdiction
- [ ] Governing law

## Closing
- [ ] Amendment requirements (e.g. written, signed by all)
- [ ] Severability
- [ ] Counterparts (signature pages)

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**Reminder:** Take this list to a qualified lawyer admitted in your jurisdiction. The cost of writing this in year 1 is small; the cost of fixing it in year 3 after a fight can be the company itself.

Common mistakes

  • 50/50 splits without thinking — sometimes right, often not
  • Skipping vesting because 'we're founders, we'd never leave' — every founder breakup says that
  • Forgetting IP assignment for the contractor who helped build the prototype
  • Treating this checklist as the actual agreement (it's not — it's the brief)

Related hub

Startup Legal