Founder’s Agreement
This Founders’ Agreement (“Agreement”) is entered into as of the Month of ____, 200_, by and among _________________, I.D. No. __________, of__________ (“Party A”) On the First
Part AND_______________, I.D. No. ____________, of ______________ (“Party B”) On the Second
Part Whereas The parties wish to form a joint company which shall be involved in the research, development and implementation of _____________________; and Whereas the parties wish to fix herein their respective rights and obligations, with respect to the Company and its future business, all in accordance with the terms and conditions detailed herein.
Now, THEREFORE, in consideration of the mutual representations and covenants herein contained, the parties hereby agree as follows:
1. Formation and Governance of the Company as soon as possible following the execution of this Agreement the parties (hereinafter: the “Founders”) shall act toward the establishment of a corporation to be founded in the State of India., under the tentative name _____, or such other which shall be mutually agreed by the parties and capable of registration by the Companies’ Registrar (the “Company”).
1. The Company’s Articles will be in a standard form as is customarily used in India, which shall include however the relevant special provisions of this Agreement. A draft copy of the Articles is attached as Appendix A to this Agreement. In the case of any conflict between the terms of this Agreement and the terms of the Articles, the terms of this Agreement shall prevail.
2. Any change and/or amendment to the Articles shall be resolved by the shareholders meeting and require the consent of both Founders.
3. The Company’s initial registered capital shall be of 10,000 INR divided into 10,000,000 million Ordinary Shares of Rs.0.001 par value each share, (“Ordinary Shares”), all of which shall have the same rights, in all respects. Each share shall be entitled to one vote in any matter brought before the shareholders of the Company. The shares shall not have any preferences in dividend, liquidation or any other matter.
4. A quorum for the convening of shareholders meeting shall be at of shareholders representing at least 50.1% of the issued and outstanding shares of the Company. Resolutions put to a vote at the shareholder’s meeting shall be passed by a simple majority of the shares present.
5. The parties agree that the Company will be deemed to be a beneficiary of the provisions of Sections 6 (Non Competition) and 7 (Confidentiality) of this Agreement and the Company may exercise any and all rights granted there under as against any of the Founders……
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