[创业必备]初始创业团队的多创始人之间如何约定,尤其股份问题处理 TechFrom创业系列(1)

TechFrom科技源 9.28日，对于创业，创业团队无疑是最为重要，但是组建创业团队的时候，多个联合创始人之间如何确定和约定，相信很多国内创业者都会很难决定，今天，欧洲创业孵化器 seedcamp 公布了一份Founder Collaboration Agreement文档，给出了一些正规的描述，供创业者参考。我们techfrom科技源曾 在Facebook结盟欧洲创业孵化Seedcamp 还有美国Y Combinator该文，我们提到过欧洲创业孵化器 seedcamp。

该文来自Brown Rudnick 公司的 Tina Baker 起草，公布在seedcamp 的官方网站上，供创业者参考或者作为模板直接使用。

具体点解释：

你在创业的时候，很多情况下，是个人力量或者个人创意和主意开始，然后，引入联合创始人co-founders来组建团队，然后进行产品的开发或者直接进行天使融资或者种子融资。

就在你寻找联合创始人的时候，联合创始人之间如何确定合作方式以及更为重要的未来创始人之一退出时候，股权等如何处理等问题，有如下参考要点：

1. Each Collaborator shall assign to the Start-up Company upon its formation absolutely with full title guarantee all of his or her right, title and interest in and to the Technology for the full term of such rights and all renewals and extensions and shall do all such further acts and deeds and things and execute all such further documents and instruments as may from time to time be required by the Start-Up Company that are necessary or desirable to vest absolute legal and beneficial ownership of the Technology in the Start-Up Company. （这里是对每一个联合创始人的一些要求和规定）
2. Upon formation of the Start-Up Company, the entire issued share ownership of the Start-Up Company will be split （联合创始人之间有如下的方式分拆创业公司的股份）

Option 1: [equally amongst the Collaborators]

方法1：均分公司股份的方式

Option 2: [as follows: Set out percentages per founder or team member]

方法2：设定出每一个创业初始团队人员（联合创始人）的股份比例

and any portion reserved for a share option pool will dilute all Collaborators equally;

1. The shares issued to each Collaborator shall be on a vesting schedule so that if any Collaborator[‘s relationship with the Start-Up Company terminates for any reason] [terminates his or her relationship with the Start-Up Company or is terminated for cause] during the [two, three, four]-year period from the date of the issuance of the shares, a portion of such shares shall be returned to the Start-Up Company [in accordance with the following vesting schedule: [ ]]; and

当某一个联合创始人退出该创业团队或者公司的时候，需要归还给创业公司多少比例的股份，

1. If holders of the majority of the shares in the Start-Up Company wish to sell the Start-Up Company to a third party, they shall have the right to require the other shareholders of the Start-Up Company to sell their shares to such third party on the same terms.

如果创业公司的大股东将股份出售给第三方公司的话，其他创业公司的持股人也要按照同样的条件处理（出售）其持有的股份。

另外，还有更多的信息要注意，各个创业者可以自行补充。

如下是英文全文：

Founder Collaboration Agreement

The undersigned (each a “Collaborator” and together the “Collaborators”) are collaborating with the purpose of developing as a team a business concept and related technology [relating to [ ]] (the “Technology”), which, if developed, would be transferred to and launched by a start-up company to be formed by the Collaborators (the “Start-Up Company”). In connection therewith, and for the purposes of setting out the basis upon which the Collaborators propose to proceed in the event they successfully develop the Technology, the undersigned Collaborators hereby agree as follows:

1. Each Collaborator shall assign to the Start-up Company upon its formation absolutely with full title guarantee all of his or her right, title and interest in and to the Technology for the full term of such rights and all renewals and extensions and shall do all such further acts and deeds and things and execute all such further documents and instruments as may from time to time be required by the Start-Up Company that are necessary or desirable to vest absolute legal and beneficial ownership of the Technology in the Start-Up Company.
2. Upon formation of the Start-Up Company, the entire issued share ownership of the Start-Up Company will be split

Option 1: [equally amongst the Collaborators]

Option 2: [as follows: Set out percentages per founder or team member]

and any portion reserved for a share option pool will dilute all Collaborators equally;

1. The shares issued to each Collaborator shall be on a vesting schedule so that if any Collaborator[‘s relationship with the Start-Up Company terminates for any reason] [terminates his or her relationship with the Start-Up Company or is terminated for cause] during the [two, three, four]-year period from the date of the issuance of the shares, a portion of such shares shall be returned to the Start-Up Company [in accordance with the following vesting schedule: [ ]]; and
2. If holders of the majority of the shares in the Start-Up Company wish to sell the Start-Up Company to a third party, they shall have the right to require the other shareholders of the Start-Up Company to sell their shares to such third party on the same terms.

Each Collaborator hereby represents and warrants to the other Collaborators that he or she is not a party to any agreement or arrangement which would restrict such Collaborator’s ability to perform its obligations as set forth above and that no third party can claim any rights to the Technology which may be developed by each Collaborator that is the subject of this Agreement.

This Agreement shall be governed by and construed in all respects in accordance with [English] law.

The parties have signed this Agreement on the [ ] day of [ ], 201[1].

最后，有兴趣，将该文翻译成全中文的朋友，可以通过新浪微博联系，我们techfrom科技源会给予一定的物质奖励。

本文科技源TechFrom地址：: http://www.techfrom.com/16269.html