The Co-Founder Separation Agreement is a critical document used when one of the founding members decides to exit a business venture in Germany. It becomes necessary when co-founders choose to part ways due to various circumstances such as strategic disagreements, personal reasons, or pursuit of different opportunities. This agreement, governed by German law, carefully addresses multiple aspects including share valuation and transfer, intellectual property rights, confidentiality obligations, non-compete provisions, and ongoing responsibilities. It ensures compliance with German corporate law requirements while providing a clear framework for the separation process. The document is particularly important as it helps prevent future disputes by clearly defining the terms of separation and protecting both the departing co-founder's rights and the company's interests.
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1. Parties: Identification of all parties to the agreement, including the company and departing co-founder
2. Background: Context of the co-founder relationship, company formation, and reason for separation
3. Definitions: Key terms used throughout the agreement
4. Effective Date and Resignation: Specification of when the separation takes effect and formal resignation from all positions
5. Share Transfer or Purchase: Terms and conditions of the share transfer or buyout, including valuation method and payment terms
6. Mutual Release: Release of claims between parties, except as specified in the agreement
7. Confidentiality Obligations: Ongoing duties regarding confidential information and trade secrets
8. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/customers
9. Company Property: Return of company property and documents
10. Public Announcements: Agreement on how the separation will be communicated externally
11. Taxes: Allocation of tax responsibilities and obligations
12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
13. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Intellectual Property Rights: Specific arrangements for IP developed by the departing co-founder, used when significant IP exists
2. Employment Termination: Required when the co-founder was also an employee, addressing employment-specific aspects
3. Transition Services: Terms for any temporary services to be provided by the departing co-founder
4. Earn-Out Provisions: Structure for additional payments based on company performance, used in complex financial settlements
5. Board Observation Rights: Terms for ongoing information rights, if applicable
6. Ongoing Cooperation: Specific obligations for future cooperation in legal matters or company transactions
7. Insurance and Indemnification: Continued D&O insurance coverage and indemnification terms
8. Social Media and Digital Assets: Handling of social media accounts and digital presence
1. Schedule 1 - Share Ownership Details: Current shareholding structure and details of shares to be transferred
2. Schedule 2 - Payment Terms: Detailed payment schedule and mechanics for share purchase
3. Schedule 3 - Company Property List: Inventory of all company property to be returned
4. Schedule 4 - Resignation Letters: Forms of resignation from various positions
5. Schedule 5 - Share Transfer Forms: Required documentation for share transfer under German law
6. Schedule 6 - IP Assignment: Detailed list and assignment of relevant intellectual property
7. Schedule 7 - Confidential Information: Specification of what constitutes confidential information
8. Schedule 8 - Ongoing Obligations: Detailed list of any continuing obligations or restrictions
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