Agreement Between Co-Founders

CO-FOUNDERS AGREEMENT

________

This Co-Founders Agreement ("this Agreement") is dated this ________.

BETWEEN:

________

of the following address:

________

AND

________

of the following address:

________

(referred to herein as "Founders" or individually as "Founder")

BACKGROUND

The Founders intend to work together to develop a project and/or business.

This Agreement sets out the initial relationship between the Founders as well as the respective rights and responsibilities of each Founder.

This Agreement is not intended to be legally binding but is intended to document the expectations of each Founder.

Each Founder respectively is expected to act in good faith in accordance with this Founders Agreement.

(1) PROJECT

The Founders hereby agree to work together on a project which will be named ________ ("the Project") and which involves:

________

(2) FOUNDERS' INITIAL CAPITAL CONTRIBUTIONS

(a) Each of the Founders will contribute to the capital of the Project, in cash, property, goods or services in agreed upon value, as follows ("Capital Contribution"):

(I) ________ -- $________ (________)

(II) ________ -- $________ (________)

(b) All Capital Contributions will be submitted fully and on time, no later than ________.

(c) All Capital Contributions are final unless all Founders give written consent of withdrawal.

(3) ADDITIONAL CAPITAL CONTRIBUTIONS

(a) From time to time, with the prior written consent of all Founders, one or more of the Founders may make additional capital contribution(s) to the Project, in addition to the Capital Contribution(s) outlined in the preceding clause hereof ("Additional Capital Contribution").

(b) The Founders will not be required to make any Additional Capital Contribution unless all Founders provide their prior written consent to such Additional Capital Contribution.

(4) FOUNDERS' ROLES AND CONTRIBUTIONS OF WORK

(a) The Founders hereby agree to fulfill the roles and perform the work in relation to the Project as is listed below their respective names as follows:

(I) ________ --

________

(II) ________ --

________

(5) FOUNDERS' SHARES OF EQUITY IN PROJECT

(a) For the purpose of this clause, the equity in the Project ("Project Equity") includes equity in the following assets:

________

(b) Each of the Founders listed below will be entitled to a percentage ownership of the Project Equity in accordance with the percentage listed next to the Founders' respective names:

(I) ________ -- ________% (________ percent)

(II) ________ -- ________% (________ percent)

(6) CONFIDENTIALITY

(a) For the sake of clarity, this "Confidentiality" clause, like the rest of this Agreement, is not intended to be legally binding. The Founders acknowledge and agree that if they need to be protected by a binding Confidentiality Agreement, they will prepare such a binding Confidentiality Agreement separately.

(b) The Founders each hereby acknowledge and agree that in connection with this Agreement, they may have access to information that is confidential and/or commercially valuable to one or more of the other Founders ("Confidential Information").

(c) The Founders each hereby acknowledge and agree that they may be both the receiving party in relation to some Confidential Information ("Receiving Party"), and the disclosing party in relation to some other Confidential Information ("Disclosing Party"), and that the terms of this Agreement may apply to a Founder as both a Receiving Party and as a Disclosing Party, as the context so provides.

(d) For the purpose of this Agreement, Confidential Information may include but is not limited to:

(I) information of whatever nature relating to the Project or to another Founder (whether relating to the Project or otherwise);

(II) any information derived from any other information which falls within this definition of Confidential Information; and

(III) any copy of any Confidential Information.

but does not include information which:

(I) was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Disclosing Party, provided that it was known or in the possession of the Receiving Party through legal means, and not as a result of any breach of this Agreement or any other agreement or obligation relating to confidentiality (whether or not the Receiving Party was a party to such other agreement or obligation);

(II) is, or becomes, publicly available, through no fault of the Receiving Party;

(III) is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;

(IV) is provided to the Receiving Party by the Disclosing Party and is marked "Non Confidential"; or

(V) is required by law or regulation to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Disclosing Party is first consulted to establish whether and if so how far it is possible to prevent or restrict such enforced disclosure.

(e) In relation to any Confidential Information:

(I) the Receiving Party shall keep the Confidential Information confidential and secret.

(II) the Receiving Party shall only use the Confidential Information for the purpose of working in good faith on the Project in accordance with this Agreement.

(III) the Receiving Party shall not release the Confidential Information to any other party, unless that other party is an advisor who is under a duty of confidentiality, is assisting with the Project, and needs to have the Confidential Information in order assist with the Project.

(f) If there is any doubt as to whether any particular information constitutes Confidential Information, the Receiving Party should presume it is Confidential Information, until the Receiving Party obtains explicit confirmation from the Disclosing Party that it is not Confidential Information.

(g) Each Founder's respective obligations of confidentiality under this clause will survive the termination or expiration of this Agreement and will continue after that Founder ceases to participate in the Project.

(7) COMPETITION

(a) For the sake of clarity, this "Competition" clause, like the rest of this Agreement, is not intended to be legally binding. The Founders acknowledge and agree that if they need to be protected by a binding Non-Compete Agreement, they will prepare such a binding Non-Compete Agreement separately.

(b) Each Founder respectively agrees that, for the period of time as set out in this clause ("the Time Period") after the Founder ceases to participate in the Project, and within the geographical area as set out in this clause ("the Geographical Area"), the Founder will not, either directly or indirectly, whether as employee, partner, sole trader, manager, director, advisor, agent, representative, affiliate, consultant, shareholder, unit holder, trustee, contractor or otherwise, undertake any of the following:

(I) engaging in a business or project which is the same as, similar to or in competition with the Project; or

(II) soliciting, hiring, or attempting to hire any other Founders or any employees or staff that are working in connection with the Project;

(III) soliciting any customers or clients of the Project;

(c) For the purposes of this clause, "the Time Period" means, from the date that the Founder ceases to participate in the Project:

________

(d) For the purposes of this clause, "the Geographical Area" means:

________

(e) This clause will survive the termination or expiration of this Agreement.

(8) INTELLECTUAL PROPERTY

(a) In connection with each Founder's participation in the Project, the Founder may generate, create, contribute to, write or produce intellectual property ("Project Intellectual Property").

(b) For the purposes of this Agreement, "Project Intellectual Property" includes but is not limited to:

(I) information, ideas, innovations, developments, improvements, inventions, discoveries, plans, reports, drawings, specifications, advice, analyses, designs, methodologies, code, artwork, or any other intellectual property; and

(II) intellectual property that results in any way from work performed for or on behalf of the Project (whether performed by the Founder or by somebody else); and

(III) intellectual property, whether the Founder generates, creates, contributes to, writes or produces that intellectual property:

(A) directly, indirectly, independently or in cooperation or conjunction with another person or persons; and

(B) during the Founder's ordinary working hours, or outside of the Founder's ordinary working hours; and

(C) at the location where the Founder ordinarily participates in the Project, or at some other location.

(IV) intellectual property that results in any way from the use of the Project's resources or assets including reference or other materials, personnel, facilities, or other resources; and

(V) intellectual property that relates in any other way to the Project or any business which is developed in connection with the Project.

(c) Unless otherwise agreed between the Founders, each Founder respectively hereby assigns to the Project all of that Founder's right, title and interest in any and all Project Intellectual Property which is owned by the Founder.

(d) Each Founder respectively agrees to take all reasonable steps and sign all necessary documents in order to give effect to the assignment of that Founder's right, title and interest in any and all Project Intellectual Property as is required under this clause.

(e) This clause will survive the termination or expiration of this Agreement.

(9) DECISIONS AND MANAGEMENT

(a) Except as otherwise provided in this clause, decisions between the Founders in relation to the Project will be made by a majority vote, with each Founder having one vote.

(b) Notwithstanding the previous provisions of this clause, the following decisions may only be made upon the unanimous approval in writing of all Founders:

(I) a decision to terminate or dissolve the Project;

(II) a decision to amend this Agreement;

(III) a decision to admit a new person or entity to acquire equity in the Project;

(IV) a decision to borrow money on behalf of the Project;

(V) a decision to incur debt on behalf of the Project;

(VI) a decision to set a budget for the Project;

(VII) a decision to enter into any subsequent agreement with one of the Founders or with an immediate family member of one of the Founders (for example, by hiring one of the Founder's spouses to perform paid work for the Project);

(VIII) a decision to assign any Intellectual Property.

(10) RETIREMENT

(a) Any Founder may retire from the Project by providing the following amount of notice in writing to all other Founders: ________

(b) In the event that one or more Founders retire from the Project, but at least one Founder remains as an active participant in the Project, and the Project is not otherwise dissolved, then the Project will continue.

(c) Unless otherwise expressly agreed between the Founders, any Founder that retires from the Project will not be entitled to any payment or other compensation whatsoever from the Project or from the other Founders.

(11) DISSOLVING THE PROJECT

(a) The Project may be dissolved:

(I) by unanimous consent of the Founders; or

(II) in the event that no Founder remains as an active participant in the Project.

(b) In the event that the circumstances described in the preceding sub-clause hereof ("the Dissolution Circumstances") apply, then any person(s) who were Founders immediately prior to the time when the Dissolution Circumstances arose may liquidate the Project and may take all reasonable steps to cause the Project to sell its property, including any Intellectual Property.

(c) In the event that the Project is dissolved in accordance with this clause, all Founders will have the opportunity to purchase any property of the Project including any Intellectual Property.

(d) In the event that one or more Founder(s) acquire proceeds from the sale of the Project's property in connection with the dissolution of the Project ("the Proceeds") then the Proceeds shall be distributed as follows:

(I) firstly, to pay all costs of dissolving and winding up the Project and to satisfy any debts of the Project; and

(II) secondly, to pay all Founders who have contributed capital to the Project and who have not been repaid for that capital; and

(III) thirdly, in the event that any Proceeds remain, then in equal shares to all persons or entities who were Founders as at the time of the dissolution of the Project.

(12) 888-8588582 828552585

(________) 552 22525258 525282 58222882522 525 52522 2552 2588 825222222 88 222 82222525 22 82 8225882 8825822.

(________) 822882582525822 252 252825822 858-885582 525222, 2585 2252525 528228288282 525282 582228825228 525 525228 2552 2588 825222222 25288528 52 58855522 52252822252822 22 25285 8222228228 58 52 252 5522 22 2588 825222222.

(________) 552 22525258 525282 58222882522 525 52522 2552 2522 8888 2585 528228288282 8252 82 2225 25825 82 25525 22 2882 222282 22 252 22528 22 2588 825222222.

(________) 552 22525258 525282 58222882522 525 52522 2552 2522 8888 2585 528228288282 2252252 588 5828 525 2528522 588 528522228 58 5258225882 52858525 82 25525 22 2882 222282 22 252 22528 22 2588 825222222.

SIGNED BY THE FOUNDERS this ________:

____________________________

________

In the presence of:

____________________________
Witness Signature

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Witness Name

____________________________
Witness Occupation

____________________________

____________________________
Witness Address

____________________________

________

In the presence of:

____________________________
Witness Signature

____________________________
Witness Name

____________________________
Witness Occupation

____________________________

____________________________
Witness Address