[{"id":"bc427ec3-6ae0-438d-843f-319b1ad2c934","order":1,"text":"FOUNDERS' AGREEMENT","fontSize":"22","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"98050ae5-3141-4566-addc-c36f062051b8","order":2,"text":"(Co-Founders' Agreement)","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"664286c0-9490-4502-b20a-35c4cd01776f","order":3,"text":"This Founders' Agreement (the \"Agreement\") is made and entered into at [Place of execution] on this [Day] day of [Month, Year] (the \"Effective Date\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"bff6b76f-f8ee-47c2-a4f3-ceb925356602","order":4,"text":"BY AND AMONG:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"60e12055-ca39-4040-8d50-8a297501d46d","order":5,"text":"(a) [Full name of Founder 1], [aged about __ years], [son/daughter of __], residing at [residential address of Founder 1] (hereinafter referred to as the \"First Founder\", which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include his/her heirs, legal representatives, executors, administrators and permitted assigns);","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e2bac8e7-7684-4e9a-9e71-db56a903f1da","order":6,"text":"(b) [Full name of Founder 2], [aged about __ years], [son/daughter of __], residing at [residential address of Founder 2] (hereinafter referred to as the \"Second Founder\", which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include his/her heirs, legal representatives, executors, administrators and permitted assigns);","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d40ca147-28b2-429b-8dc9-69d41cc1aaa1","order":7,"text":"(c) [Full name of Founder 3], [aged about __ years], [son/daughter of __], residing at [residential address of Founder 3] (hereinafter referred to as the \"Third Founder\", which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include his/her heirs, legal representatives, executors, administrators and permitted assigns);","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"00442187-92ac-415d-a170-b3faf450cf83","value":"3","type":"add","operator":"="}]},{"id":"be424826-8253-4114-bbaa-ab32d353e284","order":8,"text":"The First Founder, the Second Founder and the Third Founder are hereinafter collectively referred to as the \"Founders\" and individually as a \"Founder\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"00442187-92ac-415d-a170-b3faf450cf83","value":"3","type":"add","operator":"="}]},{"id":"457af404-8275-4d5c-aa81-6cb4375838ed","order":9,"text":"The First Founder and the Second Founder are hereinafter collectively referred to as the \"Founders\" and individually as a \"Founder\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true,"displayConditions":[{"field":"00442187-92ac-415d-a170-b3faf450cf83","value":"2","type":"add","operator":"="}]},{"id":"d24189a9-3915-4a6b-ad71-2552dc81568c","order":10,"text":"RECITALS / PREAMBLE","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e9e097b9-0a7e-471c-bd32-b5605d00cfec","order":11,"text":"WHEREAS, the Founders have agreed to associate themselves as co-founders for the purpose of carrying on the business described herein through a company;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"74883f6d-b44f-4c84-a76f-642e11a8b56c","order":12,"text":"WHEREAS, the Founders have incorporated a company under the name [Name of the Company], a private limited company incorporated under the Companies Act, 2013, having its registered office at [Registered office address] and bearing Corporate Identity Number [CIN] (the \"Company\");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"7e5c4c21-600c-4c7d-85fc-892077877fc4","value":"incorporated","type":"add","operator":"="}]},{"id":"81b02785-1cfb-4cd9-808f-d939ebfe8c51","order":13,"text":"WHEREAS, the Founders intend to incorporate a private limited company under the Companies Act, 2013 under the proposed name [Proposed name of the Company] or such other name as may be approved by the Registrar of Companies, which shall, upon incorporation, be referred to as the \"Company\";","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"7e5c4c21-600c-4c7d-85fc-892077877fc4","value":"tobe","type":"add","operator":"="}]},{"id":"d7715477-141f-4672-941a-0746684385f1","order":14,"text":"WHEREAS, the Founders wish to record, in a legally binding manner, their mutual understanding regarding their respective rights, obligations, equity ownership, vesting of shares, roles, intellectual property, confidentiality and the consequences of a Founder ceasing to be associated with the Company, and to regulate their relationship inter se prior to and following any external fund-raising;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"95f5a632-8cd0-4e5d-b2b4-7aeca6928d0f","order":15,"text":"WHEREAS, the Founders acknowledge that the Companies Act, 2013 and the Articles of Association of the Company shall prevail over any provision of this Agreement to the extent of any inconsistency, and the Founders shall procure that the Articles of Association are amended, to the extent permissible in law, to give effect to the terms hereof;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"3e8c963d-fc4b-48fd-b91c-d55a5e281101","order":16,"text":"NOW, THEREFORE, in consideration of the mutual covenants, promises and undertakings set out herein, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"810c0a50-7f14-4882-acc1-beb6d89cf909","order":17,"text":"1. DEFINITIONS AND INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S01"},{"id":"fd92b41f-14bd-4327-9d85-022cd34a00dc","order":18,"text":"In this Agreement, unless the context otherwise requires, the following terms shall have the meanings assigned to them below:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"cd43b234-a3c2-4856-b032-512434509c01","order":19,"text":"(a) \"Articles\" or \"Articles of Association\" means the articles of association of the Company, as amended from time to time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"f071b911-da61-48bf-af83-a04346e0ae13","order":20,"text":"(b) \"Board\" means the board of directors of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"869e4efe-3dff-402b-89bc-c0a22f166e61","order":21,"text":"(c) \"Cliff Period\" means the initial period of continuous association of a Founder with the Company, commencing on the Vesting Commencement Date, before the expiry of which no Founder Shares shall vest, as specified in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"2b6600a5-c0fc-4961-ba07-e78eaf8aacc5","order":22,"text":"(d) \"Confidential Information\" means all information of a confidential or proprietary nature relating to the Company or any Founder, in whatever form, including business plans, financial information, customer and supplier lists, trade secrets, know-how, source code, designs and technical data.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"583a6a07-c9fb-410f-a97c-db136643aa26","order":23,"text":"(e) \"Encumbrance\" means any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third-party right or interest, or any other security interest or encumbrance of any kind.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"f0b80dab-94d0-4392-a2fc-b75bd768870d","order":24,"text":"(f) \"Equity Shares\" means the equity shares of the Company having the rights and being subject to the restrictions set out in the Articles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"0079f7fd-ae03-4e7d-bc1c-af62a6483ab8","order":25,"text":"(g) \"Founder Shares\" means, in relation to each Founder, the Equity Shares held or to be held by such Founder as set out in this Agreement, together with any shares issued in respect thereof by way of bonus, sub-division, consolidation or otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"7c1b6f27-a845-4318-8446-537b1c3bb0e4","order":26,"text":"(h) \"Good Leaver\" and \"Bad Leaver\" have the meanings respectively assigned to them in the Article entitled \"Leaver Provisions\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"a841c8ce-f6d8-4cc3-84e1-696ce6928028","order":27,"text":"(i) \"Intellectual Property\" or \"IP\" means all intellectual property rights of any nature whatsoever, including patents, trademarks, service marks, trade names, domain names, copyrights, designs, database rights, trade secrets, know-how and any applications for any of the foregoing, whether registered or unregistered.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"9d9d43b4-ad9f-46cf-808f-88147cbc6f80","order":28,"text":"(j) \"Vesting Commencement Date\" means the date specified in the Article entitled \"Vesting of Founder Shares\" from which the vesting of the Founder Shares shall commence.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"7c612d4e-db21-4ed3-a13d-e9b0377d46f9","order":29,"text":"(k) \"Vesting Period\" means the total period over which the Founder Shares vest, as specified in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"522aa40d-cd9d-418e-9298-d4ba0503d227","order":30,"text":"In this Agreement, the singular includes the plural and vice versa; references to a statute include any amendment or re-enactment thereof; headings are for convenience only and shall not affect interpretation; and the words \"include\" and \"including\" shall be construed without limitation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"de19550e-b0f8-4051-a967-c6f9a0eabe18","order":31,"text":"2. INCORPORATION, BUSINESS AND OBJECTS OF THE COMPANY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S02"},{"id":"81dd6677-928c-4737-81a0-5c73e2c3fca5","order":32,"text":"The Founders shall carry on the business of the Company through [Name / proposed name of the Company], a company incorporated or to be incorporated under the Companies Act, 2013.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"4ad4b5a0-65ed-4d1e-8009-f493ab290020","order":33,"text":"The principal business of the Company shall be: [Describe the principal business / scope of activities of the Company] (the \"Business\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c4194add-474f-4b43-b35f-7ef3b6817302","order":34,"text":"The Founders shall ensure that the Company is operated in a manner consistent with the Business and shall devote their reasonable commercial efforts to the promotion, growth and success of the Company. No Founder shall, without the prior written consent of the other Founders, cause the Company to undertake any business materially different from the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"1c1baf45-cf58-49ee-9db3-2987a8bf122d","order":35,"text":"The Founders shall take all steps necessary to procure the incorporation of the Company at the earliest, and each Founder shall be allotted the Founder Shares set out in this Agreement upon such incorporation, subject to compliance with the Companies Act, 2013 and the rules made thereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"7e5c4c21-600c-4c7d-85fc-892077877fc4","value":"tobe","type":"add","operator":"="}]},{"id":"a6780163-63cd-4b11-a186-7256c34287f3","order":36,"text":"3. EQUITY OWNERSHIP AND CAPITAL CONTRIBUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S03"},{"id":"99cf1a0b-3e8c-4e2b-ba12-60930533df1a","order":37,"text":"The authorised and issued share capital of the Company and the shareholding of the Founders shall, as on the Effective Date (or upon incorporation, as the case may be), be as follows, subject to the vesting provisions of this Agreement:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"95e9682e-e5a4-425d-8943-eb660fcb71e5","order":38,"text":"(a) The First Founder shall hold [__]% of the issued and paid-up Equity Share capital of the Company;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"e27204b6-ee55-4a1b-94be-8462fb440aac","order":39,"text":"(b) The Second Founder shall hold [__]% of the issued and paid-up Equity Share capital of the Company;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"86693535-4b71-41d9-90a9-add67b7fadfe","order":40,"text":"(c) The Third Founder shall hold [__]% of the issued and paid-up Equity Share capital of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"00442187-92ac-415d-a170-b3faf450cf83","value":"3","type":"add","operator":"="}]},{"id":"6b68696b-bf8e-40f6-ae03-7b328d812bf7","order":41,"text":"Each Founder shall contribute to the initial capital and resources of the Company as mutually agreed, whether in the form of cash, assets, intellectual property, services or otherwise. The capital contribution of each Founder shall be duly recorded in the books of the Company, and any allotment of Equity Shares shall be made in compliance with Section 42 and Section 62 of the Companies Act, 2013, to the extent applicable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c26a1df2-31dd-4a4a-8263-36d8a4b1f51e","order":42,"text":"No Founder shall be entitled to any salary, remuneration or other compensation from the Company except as may be approved by the Board in accordance with the Companies Act, 2013. Any future issue of Equity Shares shall be made in such manner as the Founders may agree and as permitted under the Articles and applicable law, and the Founders shall ensure that the Company's cap table accurately reflects the shareholding and the vesting status of each Founder at all times.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"c1a96288-6fa2-46a7-96a1-cf7512f24fbc","order":43,"text":"4. ROLES, RESPONSIBILITIES AND TIME COMMITMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f0c4240-6422-4491-af9c-d72e04f38625","value":"yes","type":"add","operator":"="}],"marginTop":"14","sectionNum":"S04"},{"id":"6c5446a5-4496-453a-b978-3f89884f91d2","order":44,"text":"The Founders shall hold the following roles and shall be primarily responsible for the corresponding functions of the Company, without prejudice to their fiduciary duties as directors or shareholders:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"3f0c4240-6422-4491-af9c-d72e04f38625","value":"yes","type":"add","operator":"="}]},{"id":"f0b26dc4-e223-43e4-a28b-a638a8434b7c","order":45,"text":"(a) The First Founder shall serve as [Designation / role of Founder 1], with primary responsibility for [Key responsibilities of Founder 1];","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"3f0c4240-6422-4491-af9c-d72e04f38625","value":"yes","type":"add","operator":"="}]},{"id":"a2f216cc-fa94-4b71-9d21-43a8770d2680","order":46,"text":"(b) The Second Founder shall serve as [Designation / role of Founder 2], with primary responsibility for [Key responsibilities of Founder 2];","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"3f0c4240-6422-4491-af9c-d72e04f38625","value":"yes","type":"add","operator":"="}]},{"id":"38ab1553-afe3-46dc-8b56-0aa9ca8387ac","order":47,"text":"(c) The Third Founder shall serve as [Designation / role of Founder 3], with primary responsibility for [Key responsibilities of Founder 3].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"3f0c4240-6422-4491-af9c-d72e04f38625","value":"yes","type":"add","operator":"="},{"field":"00442187-92ac-415d-a170-b3faf450cf83","value":"2","type":"remove","operator":"="}]},{"id":"86940170-e85c-4069-87bd-e864cd603b3e","order":48,"text":"Each Founder shall devote substantially the whole of his/her business time, attention and skill to the affairs of the Company on a full-time basis, save as otherwise agreed in writing by the other Founders, and shall not, during the term of his/her association, engage in any other business or employment that conflicts with, or is detrimental to, the interests of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"3f0c4240-6422-4491-af9c-d72e04f38625","value":"yes","type":"add","operator":"="}]},{"id":"9a73a13d-0783-42ad-83be-d26da1b69055","order":49,"text":"The roles and responsibilities set out herein may be varied from time to time by mutual written agreement of the Founders and shall be subject to the supervision and control of the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"3f0c4240-6422-4491-af9c-d72e04f38625","value":"yes","type":"add","operator":"="}]},{"id":"3f6300be-faae-4ff6-84c4-05b36cc40c2e","order":50,"text":"5. FOUNDER OBLIGATIONS, CONFLICTS OF INTEREST AND CORPORATE OPPORTUNITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S05"},{"id":"a11146bd-854d-4d8a-9de6-66a860874885","order":51,"text":"Each Founder shall at all times act in good faith and in the best interests of the Company, observe his/her fiduciary duties as a director under Section 166 of the Companies Act, 2013, and use his/her best endeavours to promote and develop the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"cd8f5685-ab7d-4ac5-9c84-5387c80f56eb","order":52,"text":"No Founder shall, during the term of his/her association with the Company, directly or indirectly engage or hold any interest in any business or activity that conflicts with the interests of the Company, save with the prior written consent of the other Founders and after due disclosure to the Board in accordance with Section 184 of the Companies Act, 2013.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"513e411a-a1a4-423c-a970-0255631c3d0b","order":53,"text":"If any business or investment opportunity within the scope of, or reasonably related to, the Business comes to the knowledge of a Founder, such Founder shall promptly disclose it to the Company and shall not exploit or divert such opportunity for his/her own benefit or that of any third party (the \"Corporate Opportunity\" obligation).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"fe6718a5-fde1-44fd-87fc-fc88178c5168","order":54,"text":"Each Founder shall comply with all applicable laws in the discharge of his/her duties and shall not do or omit to do anything that may bring the Company into disrepute or expose it to any liability or regulatory action.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"2e4cc7a7-975a-488a-98bf-b5de85785069","order":55,"text":"6. BOARD COMPOSITION, MANAGEMENT AND VOTING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S06"},{"id":"98eef8bc-4363-4b1a-9e5b-692badc37a0b","order":56,"text":"The Board shall, subject to the Articles and the Companies Act, 2013, comprise such number of directors as the Founders may agree. For so long as a Founder holds not less than the minimum shareholding agreed among the Founders and remains associated with the Company, such Founder shall be entitled to be, and to nominate himself/herself as, a director of the Company, and the other Founders shall exercise their voting rights to give effect to such nomination and to the removal or replacement of such nominee at the instance of the nominating Founder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"3b7c6279-f44c-46cf-8d51-c9964acbb546","order":57,"text":"The quorum for any meeting of the Board shall require the presence of at least [__] directors, including, so far as practicable, at least one director nominated by each Founder. If a quorum is not present within thirty (30) minutes of the time appointed for a meeting, the meeting shall be adjourned to the same day in the next week at the same time and place, at which adjourned meeting the directors present shall constitute a quorum.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"af8c0b78-1da3-49e9-a27f-ee729921f445","order":58,"text":"Save in respect of the Reserved Matters set out in the Article entitled \"Decision-Making, Management and Deadlock\", decisions of the Board shall be taken by a simple majority of the directors present and voting. The chairperson of the Board shall not have a second or casting vote, and any deadlock at Board level shall be resolved in accordance with the Article entitled \"Decision-Making, Management and Deadlock\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"102c90d9-fdb9-4130-b4b7-e0a3478993fd","order":59,"text":"7. VESTING OF FOUNDER SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S07"},{"id":"05f70533-efe3-4fdf-a3d0-f2b882d27716","order":60,"text":"The Founder Shares held by each Founder shall be subject to vesting over time in order to align the long-term commitment of each Founder with the interests of the Company. Unvested Founder Shares shall remain subject to the transfer restrictions and leaver provisions set out in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"f2bc62e3-44b8-462d-8ec1-399ba48fd916","order":61,"text":"The vesting of the Founder Shares shall commence on [Vesting Commencement Date — e.g. the Effective Date or date of incorporation] (the \"Vesting Commencement Date\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e7bd3fe3-1f48-4342-883a-e3a207043e94","order":62,"text":"Subject to the Cliff Period below, the Founder Shares shall vest over a total period of four (4) years from the Vesting Commencement Date, in equal monthly instalments (that is, 1/48th of the Founder Shares vesting at the end of each completed calendar month), such that one hundred per cent (100%) of the Founder Shares shall be fully vested at the end of the said four (4) year period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b4871271-15fb-470e-960b-8137c646b723","value":"standard","type":"add","operator":"="}]},{"id":"1ba8b266-7b90-4575-b62a-11c53f9965f7","order":63,"text":"Notwithstanding the foregoing, no Founder Shares shall vest until the Founder has completed one (1) year of continuous association with the Company from the Vesting Commencement Date (the \"Cliff Period\"). Upon completion of the Cliff Period, twenty-five per cent (25%) of the Founder Shares shall vest immediately, and the balance shall vest in equal monthly instalments over the remaining three (3) years.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b4871271-15fb-470e-960b-8137c646b723","value":"standard","type":"add","operator":"="}]},{"id":"84fc0378-c901-4078-8daa-279275a35202","order":64,"text":"Subject to the Cliff Period below, the Founder Shares shall vest over a total period of [__] years from the Vesting Commencement Date, in equal monthly instalments, such that one hundred per cent (100%) of the Founder Shares shall be fully vested at the end of the said period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b4871271-15fb-470e-960b-8137c646b723","value":"custom","type":"add","operator":"="}]},{"id":"cde3500e-be3c-425c-ae08-fbbe209afe2c","order":65,"text":"Notwithstanding the foregoing, no Founder Shares shall vest until the Founder has completed a cliff period of [__] months of continuous association with the Company from the Vesting Commencement Date (the \"Cliff Period\"). Upon completion of the Cliff Period, the proportion of the Founder Shares corresponding to the Cliff Period shall vest immediately, and the balance shall vest in equal monthly instalments over the remainder of the Vesting Period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b4871271-15fb-470e-960b-8137c646b723","value":"custom","type":"add","operator":"="}]},{"id":"09b97b90-e698-46fb-bc96-86ca2762c527","order":66,"text":"In the event of a sale of all or substantially all of the share capital or assets of the Company, or a merger, amalgamation or other change of control of the Company (a \"Liquidity Event\"), a Founder who is in continuous association with the Company immediately prior to such event shall be entitled to acceleration of the vesting of his/her then-unvested Founder Shares to the extent of [__]% thereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"935df0cf-c0c9-4e49-a914-3127a5975155","value":"1","type":"add","operator":"="}]},{"id":"8c0a20be-11d4-4609-b641-2473832648db","order":67,"text":"Any Founder Shares that have not vested as at the date a Founder ceases to be associated with the Company shall be dealt with in accordance with the Article entitled \"Leaver Provisions\". The Company shall maintain an accurate record of the vested and unvested Founder Shares of each Founder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"027045dd-3300-48bd-b6e5-577f882814eb","order":68,"text":"8. TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL, TAG-ALONG AND DRAG-ALONG","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S08"},{"id":"b819500f-b18d-46da-9dbd-e71bb9d045f8","order":69,"text":"No Founder shall, during the term of this Agreement, sell, transfer, pledge, create any Encumbrance over, or otherwise dispose of any of his/her Founder Shares (whether vested or unvested), except in accordance with this Agreement and the Articles, and any purported transfer in breach hereof shall be void and of no effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"8a83f4a3-2660-42b8-998e-bd499bfbbd3e","order":70,"text":"Right of First Refusal: If a Founder (the \"Transferring Founder\") wishes to transfer any of his/her vested Founder Shares to a third party, the Transferring Founder shall first offer such shares, by written notice, to the other Founders (the \"Remaining Founders\") on the same terms and at the same price, pro rata to their respective shareholdings. The Remaining Founders shall have a period of [__] days from receipt of such notice to accept the offer. Only if the offer is not accepted in full within such period may the Transferring Founder transfer the remaining offered shares to the third party, on terms no more favourable than those offered to the Remaining Founders, within the following sixty (60) days, failing which the restrictions of this Article shall again apply.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ca70f74f-7233-4805-bb71-e397c82da41d","order":71,"text":"Tag-Along Right: If one or more Founders propose to transfer Founder Shares representing a controlling interest to a third party, each other Founder shall have the right, but not the obligation, to require that the third party also purchase all or a proportionate part of such other Founder's vested Founder Shares, on the same terms and at the same price per share.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"78e50712-2556-4cc1-8b20-00ea6af2abd2","order":72,"text":"Drag-Along Right: If Founders holding not less than [__]% of the issued Equity Share capital of the Company (the \"Dragging Founders\") wish to transfer all of their Founder Shares to a bona fide third-party purchaser, the Dragging Founders may require all other Founders to transfer all of their Founder Shares to such purchaser, on the same terms and at the same price per share, and the other Founders shall be bound to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"5088fef9-0946-4e43-ad23-703029254672","order":73,"text":"Any permitted transfer of Founder Shares shall be subject to the transferee executing a deed of adherence agreeing to be bound by the terms of this Agreement, and shall be effected in compliance with the Companies Act, 2013 and the Articles. The provisions of this Article are intended to be enforceable as a contract in respect of the transfer of securities under Section 58(2) of the Companies Act, 2013.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"bd22ab9b-f687-4619-bd8d-1a4d4d572584","order":74,"text":"9. LEAVER PROVISIONS — GOOD LEAVER AND BAD LEAVER","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S09"},{"id":"99b36ab9-e4f0-4b01-ae71-a390db4cbdb6","order":75,"text":"A Founder who ceases to be associated with the Company, whether by resignation, removal, death, permanent disability or otherwise, shall be a \"Leaver\" with effect from the date of such cessation (the \"Leaving Date\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"7baabd5a-6428-4e29-8dac-9698ac1f32ab","order":76,"text":"Good Leaver: A Leaver shall be a \"Good Leaver\" where he/she ceases to be associated with the Company by reason of (a) death; (b) permanent disability or serious ill-health rendering him/her unable to continue; (c) retirement at an age agreed by the Founders; or (d) such other circumstances as the Board or the remaining Founders may, in writing, determine to constitute good-leaver circumstances.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"d01458e0-ef6d-44d7-b36d-a0417e052d10","order":77,"text":"Bad Leaver: A Leaver shall be a \"Bad Leaver\" in all circumstances other than those constituting a Good Leaver, including where the Founder (a) resigns or voluntarily ceases to be associated with the Company prior to the expiry of the Vesting Period without the consent of the other Founders; (b) is removed for cause, including material breach of this Agreement, fraud, gross misconduct, wilful neglect of duty or any act involving moral turpitude; or (c) commits a material breach of his/her obligations of confidentiality, non-solicitation or intellectual property assignment under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"0a08950b-d34a-4872-8ba9-2229d4948c82","order":78,"text":"Treatment of Founder Shares on cessation:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"e5ab35f7-d310-4f01-8bc7-6002d0bc162f","order":79,"text":"(a) Unvested Founder Shares: Upon any Founder becoming a Leaver, all of his/her then-unvested Founder Shares shall be liable to be transferred to the Company (to the extent permitted under the Companies Act, 2013) or to the remaining Founders (pro rata to their shareholdings), at a price equal to the lower of the nominal (par) value of such shares and the price originally paid for them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"babad2ad-58c7-4033-9be9-bb8be0391e0d","order":80,"text":"(b) Vested Founder Shares of a Good Leaver: A Good Leaver shall be entitled to retain his/her vested Founder Shares, or to require the Company or the remaining Founders to purchase the same at fair market value as determined in accordance with this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"ef6e8bb9-9fe1-4473-990a-d11fed308131","order":81,"text":"(c) Vested Founder Shares of a Bad Leaver: The vested Founder Shares of a Bad Leaver shall be liable to be transferred to the Company or the remaining Founders, at the option of the remaining Founders, at a price equal to [fair market value / par value / __% of fair market value].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"db36a3e0-255d-4bfd-a645-067c9c232e11","order":82,"text":"A Good Leaver shall, in addition, be entitled to accelerated vesting of [__] months' worth of his/her then-unvested Founder Shares as at the Leaving Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"935df0cf-c0c9-4e49-a914-3127a5975155","value":"1","type":"add","operator":"="}]},{"id":"ce6c027e-db7e-49d0-9c64-4747f0399f73","order":83,"text":"Fair market value, where required to be determined under this Article, shall be determined by an independent chartered accountant or registered valuer mutually appointed by the Leaver and the remaining Founders, and in the absence of agreement, by a registered valuer appointed in accordance with the Companies Act, 2013, whose determination shall be final and binding. Any buy-back of shares by the Company shall comply with Section 68 of the Companies Act, 2013, and any transfer or issue of shares shall comply with the applicable provisions of the said Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"0e2583db-eaa7-43ec-b358-d4be2acc014a","order":84,"text":"Any tax, including tax deductible at source, payable in respect of any transfer, buy-back or repurchase of Founder Shares under this Article shall be borne and discharged by the respective parties in accordance with applicable law, and the Company shall be entitled to deduct and deposit any tax required to be deducted at source under the Income-tax Act, 1961.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"5da326ac-00d9-4363-97ab-25bd913a8c43","order":85,"text":"The Leaver shall, upon the Leaving Date, execute all such transfer deeds, instruments and documents and do all such acts as may be necessary to give effect to this Article, and shall resign from all offices held in the Company. The Founders irrevocably appoint the Company secretary or, failing such appointment, the senior-most remaining Founder, as their attorney to execute such documents on behalf of a Leaver who fails to do so within [__] days of being called upon.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"3caccb26-4b1a-49fe-a35d-4e194e72650c","order":86,"text":"10. FUTURE FINANCING, ANTI-DILUTION AND PRE-EMPTIVE RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S10"},{"id":"f1a877e7-f9de-41b2-bd0d-116dcb205751","order":87,"text":"The Founders acknowledge that the Company may require additional capital and may raise funds by way of issue of equity, preference shares, convertible instruments, debt or otherwise. The Founders shall co-operate in good faith to facilitate any such fund-raising approved in accordance with this Agreement and the Articles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"45a5feb6-703b-4316-9b6d-dd826857eb32","order":88,"text":"Subject to applicable law and the rights of any investor, before the Company issues any new Equity Shares or securities convertible into Equity Shares (other than shares issued under an employee stock option plan duly approved by the Board), each Founder shall have a pre-emptive right to subscribe to such new securities, pro rata to his/her then shareholding, on the same terms and at the same price, so as to maintain his/her proportionate shareholding, in accordance with the principles of Section 62 of the Companies Act, 2013.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"37e4ae23-d4c0-4899-bbeb-9a8c293e10c9","order":89,"text":"No Founder shall be entitled to any contractual anti-dilution protection over and above the pre-emptive right set out above, save as may be separately agreed in writing or as may be granted to investors under a subsequent shareholders' agreement, which shall, to the extent of any inconsistency, prevail over this Agreement as between the Founders and such investors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"2065645e-0605-42a9-9d82-dfb4e6d0c9f3","order":90,"text":"The Founders agree that the terms of this Agreement, including the vesting, transfer and leaver provisions, shall, to the extent commercially practicable, be carried forward into, and shall survive subject to, any shareholders' agreement entered into with future investors, unless otherwise agreed by all the Founders in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"f39350d5-b14a-4b4d-8851-8a50d82f7155","order":91,"text":"11. FOUNDER LOANS, EXPENSES AND PRE-INCORPORATION COSTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S11"},{"id":"ccdaa260-552f-4080-a0d7-90cefcd50160","order":92,"text":"Any amount advanced by a Founder to the Company, whether before or after incorporation, shall be treated as an unsecured, interest-free loan repayable by the Company as and when its cash flows permit, unless otherwise agreed in writing by all the Founders and duly recorded in the books of the Company in compliance with the Companies Act, 2013.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"21641822-3b23-4665-8d41-5608b857f1f9","order":93,"text":"All reasonable expenses properly incurred by a Founder, prior to the incorporation of the Company, for the purposes of and in connection with the formation and promotion of the Company and the Business (including incorporation fees, professional charges and initial operating costs) shall, upon the Company ratifying the same after incorporation, be reimbursed to such Founder, and the Founders shall procure that the Company adopts and ratifies all such pre-incorporation contracts and expenses to the extent permitted by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"fd541552-514b-424a-b2e2-bfb818254850","order":94,"text":"No Founder shall be entitled to reimbursement of any expense that is not supported by reasonable documentary evidence or that has not been incurred bona fide for the purposes of the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"ef101bb8-4423-4cb3-a938-b613ad3eaa68","order":95,"text":"12. INTELLECTUAL PROPERTY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S12"},{"id":"6be48c5e-1e92-487a-b35d-e5e59fedc868","order":96,"text":"Each Founder hereby irrevocably and unconditionally assigns, and shall procure the assignment to the Company of, all right, title and interest in and to all Intellectual Property created, conceived, developed or reduced to practice by such Founder, whether alone or jointly with others, that relates to the Business of the Company, whether created before or after the Effective Date, free from all Encumbrances and for no further consideration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"12e9ade0-50ee-4b9e-aa7a-aed972db2c73","order":97,"text":"Each Founder confirms that any Intellectual Property created by him/her in connection with the Business prior to the incorporation of the Company shall vest in, and be deemed to have been assigned to, the Company with effect from the date of its incorporation, and undertakes to execute a separate deed of assignment of intellectual property in favour of the Company if so required.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"43a2fde1-9be5-40d6-8758-ec15c3d7b2fe","order":98,"text":"Each Founder waives, to the fullest extent permitted by law, all moral rights in such Intellectual Property, and shall, at the Company's cost, execute all documents and do all acts necessary to perfect, register, maintain and enforce the Company's rights in such Intellectual Property, including after he/she ceases to be associated with the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a0d8d0f0-954a-46ca-8242-cd07f416e531","order":99,"text":"No Founder shall use, exploit or disclose any Intellectual Property of the Company for any purpose other than the Business, nor register any Intellectual Property of the Company in his/her own name.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"28fc60fc-c726-4a55-ad4e-831fecd900d2","order":100,"text":"13. CONFIDENTIALITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S13"},{"id":"3e1df294-a8d5-4090-8ca4-2e8b212d4124","order":101,"text":"Each Founder shall, both during the term of his/her association with the Company and at all times thereafter, keep strictly confidential and shall not use or disclose to any person any Confidential Information, except (a) as required for the proper performance of his/her duties to the Company; (b) with the prior written consent of the Board; or (c) as required by law, regulation or any competent court or authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9c51d336-242d-4aac-80c4-ed8f9bf8fed5","order":102,"text":"The obligations of confidentiality shall not apply to information that is or becomes publicly available otherwise than through a breach of this Agreement, or that was lawfully in the possession of the relevant Founder without obligation of confidentiality prior to its disclosure by the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"f1065458-30af-4f11-bcba-50493b0e1d6c","order":103,"text":"Upon ceasing to be associated with the Company, each Founder shall forthwith return to the Company all documents, materials, records and property (in whatever form) containing or embodying any Confidential Information, and shall not retain any copies thereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b9f82f80-78d0-4de0-9102-ec530b6bf849","order":104,"text":"The obligations of confidentiality under this Article shall continue for a period of [__] years following the date on which a Founder ceases to be associated with the Company, save that any Confidential Information constituting a trade secret shall remain protected for so long as it retains the character of a trade secret in law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"39fd592f-639e-404c-a1f6-5f3030811ac9","order":105,"text":"14. NON-SOLICITATION AND NON-COMPETE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S14"},{"id":"a86a1f2a-37d5-407b-bf49-0c0b82c0d884","order":106,"text":"Each Founder agrees that, during the term of his/her association with the Company and for a period of [__] months following the date on which he/she ceases to be so associated, he/she shall not, directly or indirectly, on his/her own account or on behalf of any other person: (a) solicit, entice away or endeavour to entice away from the Company any employee, consultant, director or officer of the Company; or (b) solicit or endeavour to solicit the custom of any client, customer or supplier of the Company with whom he/she had dealings during his/her association, so as to harm or compete with the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6fc4fb6f-e8ed-4b3e-bcd6-87428f26733c","order":107,"text":"During the term of his/her active association with the Company, no Founder shall, without the prior written consent of the other Founders, directly or indirectly carry on, be engaged, employed or interested in any business that is the same as, or in competition with, the Business of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"1700d372-f8d6-4194-9355-f880b4b580ec","value":"1","type":"add","operator":"="}]},{"id":"ff25f240-04f0-4fe3-8a9b-a99f05f72250","order":108,"text":"The Founders acknowledge that, under Section 27 of the Indian Contract Act, 1872, any agreement that restrains a person from exercising a lawful profession, trade or business is to that extent void, and that post-cessation restraints which operate as a restraint of trade are generally unenforceable in India. Accordingly, the restrictions in this Article are intended to be confined to reasonable non-solicitation obligations and to restraints operative during the period of active association only, and each restriction is intended to be severable and to be enforced only to the extent permissible in law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"36621329-878d-4b4d-99df-3c2ea29f5a9b","order":109,"text":"The Founders agree that the restrictions contained in this Article are reasonable and necessary to protect the legitimate business interests of the Company, and that if any such restriction is held to be void or unenforceable but would be valid if some part of it were deleted or its scope reduced, such restriction shall apply with such modification as may be necessary to make it valid and enforceable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"2c63de22-a64b-44c1-b6d6-fa408d084407","order":110,"text":"15. DECISION-MAKING, MANAGEMENT AND DEADLOCK","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S15"},{"id":"fccad133-2437-4b32-b9eb-d97d04ce6f92","order":111,"text":"The business and affairs of the Company shall be managed by the Board, in which each Founder shall, so far as permissible under the Articles and the Companies Act, 2013, be entitled to be appointed and to remain a director for so long as he/she holds the agreed minimum shareholding and remains associated with the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6e7b9991-eac2-469f-9585-24e846b5c210","order":112,"text":"The following matters shall be considered \"Reserved Matters\" and shall not be undertaken by the Company without the prior written consent of all the Founders (or such majority as the Founders may agree in the Articles): (a) any alteration of the share capital or the rights attaching to any shares; (b) any issue or allotment of shares or securities convertible into shares; (c) any borrowing exceeding limits agreed by the Founders; (d) any sale, lease or disposal of a material part of the Company's undertaking; (e) any amendment of the Memorandum or Articles of Association; (f) the winding up, merger or amalgamation of the Company; and (g) any related-party transaction outside the ordinary course of business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"549ab727-7ba1-4967-9892-5fc00c294f7a","order":113,"text":"Deadlock: In the event the Founders are unable to reach agreement on any Reserved Matter or other material matter, and such disagreement continues for a period of [__] days (a \"Deadlock\"), the Founders shall first refer the matter to a meeting of all Founders convened specifically to resolve the Deadlock, and shall negotiate in good faith to resolve it. If the Deadlock remains unresolved, the matter shall be referred to dispute resolution in accordance with the Article entitled \"Dispute Resolution\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"564a8946-2600-4c32-bd89-efa02c064bd9","order":114,"text":"16. REPRESENTATIONS AND WARRANTIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S16"},{"id":"13c2b2ed-b0ba-4ca0-aa6c-ce9293734e49","order":115,"text":"Each Founder represents and warrants to the other Founders and to the Company that: (a) he/she has the full legal capacity and authority to enter into and perform this Agreement; (b) this Agreement constitutes legal, valid and binding obligations enforceable against him/her in accordance with its terms; (c) the execution and performance of this Agreement does not and will not breach any other agreement, obligation or duty to which he/she is a party or bound; (d) he/she is not subject to any restriction that would prevent him/her from devoting his/her services to the Company as contemplated herein; and (e) all Intellectual Property to be assigned to the Company is owned by him/her free from Encumbrances and does not infringe the rights of any third party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"fce7e86d-14dc-40cd-8ccf-b810bf6cdf4e","order":116,"text":"Each Founder shall indemnify and keep indemnified the Company and the other Founders against all losses, liabilities, costs and expenses arising out of any breach of his/her representations, warranties or obligations under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"f0f6d6a9-8dbb-4a03-9042-4dd2ef425d74","order":117,"text":"17. TERM AND TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S17"},{"id":"2591b2c3-6642-4123-9fb3-21e5f9cf15d7","order":118,"text":"This Agreement shall come into force on the Effective Date and shall continue in full force and effect until the earliest of: (a) the date on which all the Founders agree in writing to terminate it; (b) the date on which only one Founder remains bound by it; (c) the completion of an initial public offering of the Company's shares, save to the extent any provisions are required to survive; or (d) the dissolution or winding up of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"14d688ad-cc1d-4697-a15b-006dca5d5600","order":119,"text":"Termination of this Agreement shall be without prejudice to any rights, obligations or liabilities accrued prior to such termination. The provisions relating to confidentiality, intellectual property, non-solicitation, leaver obligations, dispute resolution and any other provision which by its nature is intended to survive shall continue in full force notwithstanding termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"9f6912e7-7b18-4c92-bdbd-8314ff50f339","order":120,"text":"18. DISPUTE RESOLUTION AND GOVERNING LAW","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S18"},{"id":"1aa02f2f-c585-4538-8fd7-4d1ccdffc7a1","order":121,"text":"This Agreement shall be governed by and construed in accordance with the laws of India.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"bcd9e0d8-dd75-4740-af54-769bfbb664b0","order":122,"text":"In the event of any dispute, difference or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach or termination, the Founders shall first endeavour to resolve the same amicably through mutual discussions and negotiations in good faith within a period of thirty (30) days from the date on which one Founder notifies the others in writing of the dispute.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b103a696-31c4-43bd-81c0-5e74092fd427","order":123,"text":"If the dispute is not resolved amicably within the said period, it shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, as amended from time to time. The arbitration shall be conducted by a sole arbitrator mutually appointed by the Founders, or, failing agreement, appointed in accordance with the said Act. The seat and venue of arbitration shall be [City, India], the language of the arbitration shall be English, and the arbitral award shall be final and binding on the Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"cff9cb58-92fa-428f-a8c5-eef257a9b08c","order":124,"text":"Subject to the arbitration provisions above, the courts at [City, India] shall have exclusive jurisdiction in respect of any matter arising under or in connection with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"ed5da613-5b61-4298-9f11-23af2e17a22f","order":125,"text":"19. FOUNDER DEFAULT AND REMEDIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S19"},{"id":"3275831f-3868-4869-ada1-6c579866b806","order":126,"text":"If a Founder commits a material breach of this Agreement and, where the breach is capable of remedy, fails to remedy the same within [__] days of receiving written notice requiring such remedy, the non-defaulting Founders shall, without prejudice to any other right or remedy available to them, be entitled to treat the defaulting Founder as a Bad Leaver and to enforce the leaver provisions of this Agreement against him/her.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a619b6b2-6a78-4cf4-940c-101a8bcfba74","order":127,"text":"The Founders acknowledge that the obligations relating to the transfer of Founder Shares, the assignment of Intellectual Property, confidentiality and non-solicitation are of a special nature, that damages alone would not be an adequate remedy for their breach, and that the Company and the non-defaulting Founders shall accordingly be entitled to seek specific performance, injunction and other equitable relief under the Specific Relief Act, 1963, in addition to any other remedy available in law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"23623830-9261-4874-91a6-73cdef3a5b55","order":128,"text":"The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"c4380eda-2db3-4e22-bbe5-624f69288837","order":129,"text":"20. FORCE MAJEURE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S20"},{"id":"23699cfe-5def-46d4-80d6-3bf248f131ba","order":130,"text":"No Founder shall be liable for any failure or delay in performing his/her obligations under this Agreement (other than an obligation to pay money) to the extent that such failure or delay is caused by an event beyond his/her reasonable control, including acts of God, fire, flood, epidemic or pandemic, war, civil unrest, governmental action, or any change in law (a \"Force Majeure Event\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ffbca31f-d60f-47df-95aa-9ccc84d7e536","order":131,"text":"The affected Founder shall promptly notify the other Founders of the Force Majeure Event and shall use reasonable endeavours to mitigate its effects and to resume performance as soon as practicable. If a Force Majeure Event continues for a continuous period exceeding [__] days, the Founders shall meet in good faith to determine an equitable resolution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"a97e2ced-ce6d-4437-b8ba-0a537c48156a","order":132,"text":"21. DATA PROTECTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S21"},{"id":"91788644-b1d6-4c9c-aec5-15a501006685","order":133,"text":"Each Founder shall, in the course of his/her association with the Company, process any personal data only in accordance with applicable data protection law, including the Digital Personal Data Protection Act, 2023 and the rules made thereunder, and shall procure that the Company implements reasonable security safeguards to protect such personal data.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"52ab9c4a-4aee-4471-9fce-210a90f2a78a","order":134,"text":"Each Founder shall not use, disclose or retain any personal data of the Company, its employees, customers or users for any purpose other than the Business, and shall, upon ceasing to be associated with the Company, deal with such personal data in accordance with the Company's instructions and applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"dfddbab0-47be-4980-91dd-2bcc78336e0b","order":135,"text":"22. KEY-MAN INSURANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"89463006-232b-4788-aeeb-1216d37d4ded","value":"1","type":"add","operator":"="}],"marginTop":"14","sectionNum":"S22"},{"id":"4ba058ca-2710-450d-9008-11bb656a5f70","order":136,"text":"The Founders agree that the Company may obtain and maintain, at its cost, key-man (keyperson) insurance policies on the life of each Founder, in such amounts as the Board may determine, with the Company as the sole beneficiary. Each Founder shall co-operate with the Company, including by undergoing any medical examination reasonably required, to enable the Company to obtain and maintain such insurance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"89463006-232b-4788-aeeb-1216d37d4ded","value":"1","type":"add","operator":"="}]},{"id":"97077367-80f1-44e7-abff-711c05dad4d3","order":137,"text":"23. GENERAL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"14","sectionNum":"S23"},{"id":"5ed3f516-f7ff-41b4-ae2a-a68583ea62de","order":138,"text":"Entire Agreement: This Agreement, together with the Articles and any documents referred to herein, constitutes the entire agreement and understanding between the Founders in relation to its subject matter, and supersedes all prior discussions, understandings and agreements between them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"bd389fba-5949-4fa4-884e-8d6e80f113af","order":139,"text":"Amendment: No amendment or variation of this Agreement shall be effective unless made in writing and signed by or on behalf of all the Founders.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"59548a01-32dd-4377-b40a-f733dfce0af1","order":140,"text":"Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired, and the Parties shall negotiate in good faith to replace the invalid provision with a valid one having as nearly as possible the same commercial effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"21c08fcf-04dc-474c-ba00-f0b1697ffe65","order":141,"text":"Waiver: No failure or delay by any Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any further exercise of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"20f8d2bf-5287-4e53-8772-dcdccd09efb5","order":142,"text":"Assignment: No Founder shall assign, transfer or otherwise deal with any of his/her rights or obligations under this Agreement except as expressly permitted herein.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"74970c9f-3207-4d0f-ba11-d68975cc7f3f","order":143,"text":"Notices: All notices under this Agreement shall be in writing and shall be delivered by hand, by registered post with acknowledgement due, or by electronic mail, to the address of the relevant Founder set out in this Agreement (or such other address as may be notified in writing), and shall be deemed to have been received, if by hand, on delivery; if by registered post, on the fourth business day after posting; and if by electronic mail, on confirmation of successful transmission.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"cfc68bb2-3700-4175-a2c4-530710873151","order":144,"text":"Stamp Duty and Registration: This Agreement shall be stamped in accordance with the applicable stamp law of the State in which it is executed, and the costs of stamping shall be borne as mutually agreed by the Founders.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"7bf11169-8539-4555-8d3f-22a03dd536a7","order":145,"text":"Spousal and Family Consent: Each Founder shall procure that his/her spouse (if any) executes the consent and undertaking in the form annexed to this Agreement, acknowledging the transfer, vesting and leaver restrictions over the Founder Shares and agreeing not to assert any claim over such Founder Shares inconsistent with this Agreement, whether by way of matrimonial, succession or other proceedings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"f498dc65-43d7-4069-a3d0-54e73e7c6312","value":"1","type":"add","operator":"="}]},{"id":"c80f110d-fc86-48d5-be96-7ebfb2cee1ac","order":146,"text":"Succession on Death or Incapacity: Upon the death or permanent incapacity of a Founder, his/her vested Founder Shares shall devolve in accordance with applicable succession law, subject always to the transfer restrictions and the leaver provisions of this Agreement, and the legal heirs or representatives of such Founder shall be bound by this Agreement and shall, if so required by the remaining Founders, execute a deed of adherence.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"81722094-11a0-480b-b607-728a810ff929","order":147,"text":"Counterparts: This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, and all of which together shall constitute one and the same instrument.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"529f03cc-0721-4663-8774-0f9fe8372e60","order":148,"text":"Schedules and Annexures: The schedules and annexures (if any) to this Agreement, including the capitalisation table, the vesting schedule and any spousal consent and undertaking, form an integral part of this Agreement and shall be read together with it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"92b2b006-67e0-4bb0-8e4a-89c2186293f6","order":149,"text":"IN WITNESS WHEREOF, the Parties have executed this Founders' Agreement on the day, month and year first hereinabove written.","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"060996fb-4c88-47a2-969c-f99ff99cac77","order":150,"text":"SIGNED AND DELIVERED by the within-named First Founder:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"12e5270c-3019-4097-845f-ac6765e9d311","order":151,"text":"Name: [Full name of Founder 1]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"33e65a89-469a-4d8f-8c47-d2075134fb02","order":152,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"426ad089-8ca1-455b-b344-4db315491cb0","order":153,"text":"SIGNED AND DELIVERED by the within-named Second Founder:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"b496df6a-07b3-483d-ae02-3f89c8033cf6","order":154,"text":"Name: [Full name of Founder 2]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"c9cdf6f0-d24b-4bdf-8afe-1bd77915cc3b","order":155,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"d24c37d8-c251-4bb1-ba14-6378a971c6d4","order":156,"text":"SIGNED AND DELIVERED by the within-named Third Founder:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"00442187-92ac-415d-a170-b3faf450cf83","value":"3","type":"add","operator":"="}]},{"id":"dc633291-f93a-439b-a2a8-1cfc195d4ebc","order":157,"text":"Name: [Full name of Founder 3]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"00442187-92ac-415d-a170-b3faf450cf83","value":"3","type":"add","operator":"="}]},{"id":"d2c6ddf2-2cad-435b-b061-7fc041fc2c16","order":158,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true,"displayConditions":[{"field":"00442187-92ac-415d-a170-b3faf450cf83","value":"3","type":"add","operator":"="}]},{"id":"8201a05e-1013-4e51-94da-bf84e1ac657b","order":159,"text":"WITNESSES:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"10"},{"id":"523ee846-b15e-4bd3-a593-a4f7aceb5158","order":160,"text":"(i) Name: [Name and address of Witness 1] Signature: __________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"12b58aad-9cb9-4c50-8472-b9f6a18cddb7","order":161,"text":"(ii) Name: [Name and address of Witness 2] Signature: __________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true}]