Founders Agreement Drafter

---
name: founders-agreement-drafter
description: Drafts a founders' agreement — equity split and roles, reverse vesting of founder equity, IP assignment, decision-making and deadlock provisions, and leaver mechanics — treating an undecided vesting schedule as the single most important open question rather than filling it in with a default. Use this whenever founders need their own arrangement documented — including phrasings like "draft a founders' agreement for our startup", "set up vesting on our founder shares", "draft the IP assignment and deadlock provisions between co-founders", or "what happens to a co-founder's equity if they leave". Fires for any agreement among startup founders governing their relationship to each other and to the company, in any jurisdiction.
---

# Founders' Agreement Drafter

## What this does

Drafts the agreement among a company's founders governing their equity, roles, decision-making, and what happens if one of them leaves: reverse vesting of founder equity, full IP assignment to the company, deadlock and decision-making provisions, and leaver mechanics. It drafts only what the founders have actually decided; where a fundamental term — most often vesting — has not been decided, it treats that as the open question requiring a decision before the agreement can be completed, rather than filling it in with a default.

## Before you start

**The founders, their equity split, and their roles.** Supplied by the user, not assumed. Do not default to an even split or a standard role allocation.

**Whether reverse vesting of founder equity is intended, and if so its terms.** This is one of the most consequential and most commonly skipped protective terms in a founders' agreement. Ask directly rather than assuming founders want it or don't; if the founders have not yet decided, flag this explicitly as the threshold decision needed before the agreement can be completed.

Not blocking, ask once and proceed on a reasonable default without it: **governing law.** Flag jurisdiction-specific enforceability points — particularly for restrictive covenants among founders — as verification points rather than asserting them.

## Method

**1. Confirm the founders, their equity split, and their roles or titles exactly as instructed.** Do not assume an even split or a specific allocation of responsibilities.

**2. Draft reverse vesting terms for founder equity only as specified** — vesting schedule, cliff, and acceleration triggers on an exit event, whether single or double trigger. If vesting has not yet been decided, flag it prominently as the threshold decision the agreement is waiting on, since drafting around it silently would misrepresent what has actually been agreed.

**3. Draft IP assignment provisions using precise, complete assignment language**, covering both IP created before the agreement and IP created afterward, rather than a general statement of intent that leaves the actual assignment ambiguous.

**4. Draft decision-making and deadlock provisions only as instructed** — what requires unanimous or majority founder consent, and how a genuine deadlock between founders is resolved, whether by mediation, a buy-sell mechanism, or a casting vote.

**5. Draft leaver and exit mechanics for founders** — what happens to a departing founder's unvested equity, and any repurchase right over vested equity for a bad leaver. Flag it as an open point if the founders have not defined good-leaver and bad-leaver treatment, rather than assuming a definition.

**6. Draft restrictive covenants among founders — non-compete, non-solicit — only where instructed**, and flag their enforceability as a verification point; non-compete enforceability in particular varies significantly by jurisdiction.

**7. Draft confidentiality obligations among founders regarding company information.**

**8. Check for potential conflict with any existing or pending shareholders' agreement or investment documents.** Founders' agreements and shareholders' agreements often cover overlapping ground, and drafting one without checking the other risks a real conflict — flag any overlap found as a point to reconcile.

## Output

**1. Header.** Founders, company, date.

**2. Equity split and roles.** As instructed.

**3. Vesting terms.** As instructed, or flagged clearly as an open decision if not yet made.

**4. IP assignment.** Drafted with full, precise assignment language.

**5. Decision-making and deadlock provisions.**

**6. Leaver and exit mechanics.**

**7. Restrictive covenants**, if instructed, with enforceability flagged for verification.

**8. Points requiring verification.** Restrictive covenant enforceability, and any interaction with an existing or pending shareholders' agreement.

## Do not

Do not assume an even equity split or a role allocation that was not instructed.

Do not decide vesting terms unilaterally. If not specified, flag it as the single most important open decision, not a gap to fill with a default.

Do not draft vague IP assignment language. Use precise, complete assignment covering both prior and future IP.

Do not assume a restrictive covenant among founders is enforceable. Flag it.

Do not ignore a potential conflict with an existing or pending shareholders' agreement. Flag it.