A tool for founding teams in India

Agree the founders' agreement before you need it.

The split, the vesting, the decisions that need everyone, what happens when someone leaves. Fill in the team, take the document to a lawyer. Nothing you type leaves your browser.

CompanyCity

Founder 1 · 45%

NameRole

CommitmentCapital at start (₹)

The ideaExecution so farDomain expertiseOpportunity cost

Founder 2 · 45%

NameRole

CommitmentCapital at start (₹)

The ideaExecution so farDomain expertiseOpportunity cost

Vesting and the pool

Vesting periodCliff

Option pool (ESOP) %Everyone decides above (₹)

Unvested shares vest fully if the company is acquired

The split

Founder 145%
Founder 245%
Option pool10%

Execution counts three times the idea, expertise and opportunity cost twice, part time counts half, and cash put in shares a quarter of the founders' equity in proportion. Change any of it: the document is yours.

# Founders' Agreement — the Company

_Drafted on Vizdea on 16 September 2026. This is a template to agree the basics between co-founders before a lawyer turns it into a shareholders' agreement. It is not legal advice._

## 1. Parties and the company

The founders named below agree to build the Company, and intend to incorporate it as a Private Limited company under the Companies Act, 2013. Until incorporation this agreement governs their relationship; after it, its terms are to be carried into the company's articles and a shareholders' agreement.

| Founder | Role | Commitment | Capital at start | Equity |
| --- | --- | --- | ---: | ---: |
| Founder 1 | — | Full time | ₹0 | 45% |
| Founder 2 | — | Full time | ₹0 | 45% |
| Option pool (ESOP), reserved for future hires | | | | 10% |

## 2. Equity and vesting

The founders' equity is split as in the table. Every founder's shares vest over 4 years with a 12-month cliff, then monthly, starting from the date of this agreement. If the company is acquired, all unvested founder shares vest at once (single-trigger acceleration).

An option pool of 10% is set aside for future team members. It is not the founders' to allocate to themselves.

## 3. Roles, time and money

- **Founder 1** — role to be agreed, full time.
- **Founder 2** — role to be agreed, full time.

Capital put in at the start is recorded as the founder's subscription for shares, not a loan, unless written otherwise here. A founder who later lends the company money does so under a separate, written loan.

## 4. Decisions

Day-to-day decisions are taken by the founder responsible for that area. These need every founder's written agreement: raising money or issuing shares; taking on debt or any single commitment above ₹5,00,000; changing a founder's role or pay; hiring or removing a founder-level person; selling the company or most of what it owns; changing this agreement.

## 5. What the company owns

Everything the founders make for the Company — code, designs, brand, data, inventions, content — belongs to the company from the moment it is made, and each founder assigns it to the company in writing on incorporation. Work a founder made before this agreement that the company uses is listed in a schedule and licensed or assigned to the company on terms written there.

## 6. If a founder leaves

Unvested shares are forfeited when a founder leaves, whatever the reason. Vested shares stay with a founder who leaves in good standing (a good leaver); the company or the other founders may buy back a bad leaver's vested shares at the lower of their cost and fair value, where a bad leaver is one who leaves within the cliff, breaches this agreement seriously, or is dismissed for cause. Fair value is set by the company's auditor if the parties cannot agree.

## 7. Confidentiality and not competing

Each founder keeps the company's confidential information confidential during and after their time with it, and for 12 months after leaving does not solicit its employees, customers or suppliers. A promise not to compete after leaving is largely unenforceable in India under Section 27 of the Indian Contract Act, 1872, so this agreement does not rely on one: while a founder is with the company, they work on it and not on a competing business.

## 8. Disputes

The founders first try to settle a dispute between themselves within 30 days, then through a mediator they choose together. Failing that, the dispute goes to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated in the city where the company is registered, in English. This agreement is governed by the laws of India.

## 9. Next steps

- Incorporate as a Private Limited company and file the founders' shareholding with the vesting terms in the articles.
- Apply for DPIIT Startup India recognition once incorporated: it opens tax and compliance relief for eligible startups.
- Have a lawyer turn this into a shareholders' agreement and founder employment or consultancy agreements, and set up the ESOP scheme properly before the first grant.
- Revisit this agreement whenever a founder's commitment changes.

Signed by each founder:

Founder 1 ______________________ Date __________
Founder 2 ______________________ Date __________

Loading the Vizdea network…

# Founders' Agreement — the Company _Drafted on Vizdea on 16 September 2026. This is a template to agree the basics between co-founders before a lawyer turns it into a shareholders' agreement. It is not legal advice._ ## 1. Parties and the company The founders named below agree to build the Company, and intend to incorporate it as a Private Limited company under the Companies Act, 2013. Until incorporation this agreement governs their relationship; after it, its terms are to be carried into the company's articles and a shareholders' agreement. | Founder | Role | Commitment | Capital at start | Equity | | --- | --- | --- | ---: | ---: | | Founder 1 | — | Full time | ₹0 | 45% | | Founder 2 | — | Full time | ₹0 | 45% | | Option pool (ESOP), reserved for future hires | | | | 10% | ## 2. Equity and vesting The founders' equity is split as in the table. Every founder's shares vest over 4 years with a 12-month cliff, then monthly, starting from the date of this agreement. If the company is acquired, all unvested founder shares vest at once (single-trigger acceleration). An option pool of 10% is set aside for future team members. It is not the founders' to allocate to themselves. ## 3. Roles, time and money - **Founder 1** — role to be agreed, full time. - **Founder 2** — role to be agreed, full time. Capital put in at the start is recorded as the founder's subscription for shares, not a loan, unless written otherwise here. A founder who later lends the company money does so under a separate, written loan. ## 4. Decisions Day-to-day decisions are taken by the founder responsible for that area. These need every founder's written agreement: raising money or issuing shares; taking on debt or any single commitment above ₹5,00,000; changing a founder's role or pay; hiring or removing a founder-level person; selling the company or most of what it owns; changing this agreement. ## 5. What the company owns Everything the founders make for the Company — code, designs, brand, data, inventions, content — belongs to the company from the moment it is made, and each founder assigns it to the company in writing on incorporation. Work a founder made before this agreement that the company uses is listed in a schedule and licensed or assigned to the company on terms written there. ## 6. If a founder leaves Unvested shares are forfeited when a founder leaves, whatever the reason. Vested shares stay with a founder who leaves in good standing (a good leaver); the company or the other founders may buy back a bad leaver's vested shares at the lower of their cost and fair value, where a bad leaver is one who leaves within the cliff, breaches this agreement seriously, or is dismissed for cause. Fair value is set by the company's auditor if the parties cannot agree. ## 7. Confidentiality and not competing Each founder keeps the company's confidential information confidential during and after their time with it, and for 12 months after leaving does not solicit its employees, customers or suppliers. A promise not to compete after leaving is largely unenforceable in India under Section 27 of the Indian Contract Act, 1872, so this agreement does not rely on one: while a founder is with the company, they work on it and not on a competing business. ## 8. Disputes The founders first try to settle a dispute between themselves within 30 days, then through a mediator they choose together. Failing that, the dispute goes to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated in the city where the company is registered, in English. This agreement is governed by the laws of India. ## 9. Next steps - Incorporate as a Private Limited company and file the founders' shareholding with the vesting terms in the articles. - Apply for DPIIT Startup India recognition once incorporated: it opens tax and compliance relief for eligible startups. - Have a lawyer turn this into a shareholders' agreement and founder employment or consultancy agreements, and set up the ESOP scheme properly before the first grant. - Revisit this agreement whenever a founder's commitment changes. Signed by each founder: Founder 1 ______________________ Date __________ Founder 2 ______________________ Date __________