[{"id":"48e9b05b-209d-4f10-bc11-5321867d81f7","order":1,"text":"FOUNDERS' AGREEMENT","fontSize":"22","textAlign":"center","bold":true,"underline":true,"marginBottom":"30","cflou":false,"active":true},{"id":"debd4093-9479-4881-bd13-0bfb5ed63473","order":2,"text":"THIS FOUNDERS' AGREEMENT (the \"Agreement\") is made and entered into as of [Effective Date] (the \"Effective Date\"),","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d6358fa0-1086-4e4f-961b-74e3581a8546","order":3,"text":"BY AND AMONG:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c93cc237-a1f6-48fb-8ae0-fc542544b923","order":4,"text":"[Full legal name of Founder 1], an individual residing at [Residential address of Founder 1] (\"Founder 1\");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2241ebc8-7892-4bbd-9c4e-3396cd739634","order":5,"text":"[Full legal name of Founder 2], an individual residing at [Residential address of Founder 2] (\"Founder 2\");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"05d68711-6e8c-426a-bb99-7bdbe994bdd5","order":6,"text":"[Full legal name of Founder 3], an individual residing at [Residential address of Founder 3] (\"Founder 3\");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4146b664-fb72-4ddc-906e-19c738086b52","value":"2","type":"remove","operator":"="}]},{"id":"82bf1b83-805c-4ade-91a3-83e33df3e6fd","order":7,"text":"[Full legal name of Founder 4], an individual residing at [Residential address of Founder 4] (\"Founder 4\");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4146b664-fb72-4ddc-906e-19c738086b52","value":"2","type":"remove","operator":"="},{"field":"4146b664-fb72-4ddc-906e-19c738086b52","value":"3","type":"remove","operator":"="}]},{"id":"21017140-f028-4de7-b4d8-5ace254ad718","order":8,"text":"(each, a \"Founder\" and collectively, the \"Founders\"), with respect to [Company name], a corporation organized and existing under the laws of the State of [State of incorporation] (the \"Company\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"dd84089f-3777-49c0-8b36-321ff1494ee9","order":9,"text":"RECITALS","fontSize":"14","textAlign":"center","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true},{"id":"4a91ca1c-f9bf-4b1a-967f-166eb7c44f2a","order":10,"text":"WHEREAS, the Founders have agreed to associate themselves for the purpose of forming, organizing, capitalizing and operating the Company, the business of which shall consist of [Brief description of the Company's business] (the \"Business\");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b624b795-1a69-443c-8818-89652168ca3a","order":11,"text":"WHEREAS, the Founders desire to set forth in writing their mutual understandings and agreements regarding the equity ownership of the Company, the vesting of their respective interests, the protection of the Company's intellectual property, their respective rights and obligations as stockholders and members of management, and certain other matters relating to the Company and the Business;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b56e05bb-3a7b-4010-80f6-027513aef711","order":12,"text":"WHEREAS, the Founders intend that this Agreement shall govern their relationship as founders and shall remain in full force and effect until terminated in accordance with its terms or superseded by definitive equity documentation entered into in connection with the Company's first preferred-stock financing;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fd6f93a6-6448-4b4f-b7bb-562d9441e9af","order":13,"text":"NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Founders hereby agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"729c1304-f9ec-49e7-bcef-abb5cac0ea3d","order":14,"text":"1. DEFINITIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S01"},{"id":"000c3145-6af4-4c16-b66c-f1b63d11d7c6","order":15,"text":"For the purposes of this Agreement, the following capitalized terms shall have the meanings ascribed to them below. Other capitalized terms used herein shall have the meanings ascribed to them in the body of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"69aecb92-c951-4b64-811a-7dcf7b3e72ac","order":16,"text":"\"Affiliate\" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fb1696f5-c5c3-4e37-a950-3750d8b0ca7a","order":17,"text":"\"Board\" means the board of directors of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7981e415-e6a4-4c73-8be8-f49161e71691","order":18,"text":"\"Cause\" means, with respect to a Founder, (a) the commission of any act of fraud, embezzlement, misappropriation or dishonesty against the Company; (b) conviction of, or the entry of a plea of guilty or nolo contendere to, any felony or any crime involving moral turpitude; (c) gross negligence or willful misconduct in the performance of his or her duties to the Company; (d) a material breach of this Agreement, any equity, employment, consulting or proprietary-information agreement with the Company that, if curable, remains uncured for thirty (30) days after written notice; or (e) the willful and continued failure to perform substantially the duties reasonably assigned by the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bb371d54-ab27-4ba5-86ad-59300b6565d7","order":19,"text":"\"Common Stock\" means the common stock, par value [Par value, e.g. $0.0001] per share, of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b5f992d0-b342-40dc-91ff-f555252b6d94","order":20,"text":"\"Disability\" means a physical or mental incapacity that has prevented, or is reasonably expected to prevent, a Founder from performing his or her duties to the Company for a period of one hundred eighty (180) consecutive days or two hundred forty (240) days within any twelve-month period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5ed13f8e-6f5e-4f53-8cad-05898642d4b2","order":21,"text":"\"Good Reason\" means, with respect to a Founder, the occurrence, without such Founder's prior written consent, of (a) a material reduction in such Founder's base compensation (other than a proportionate reduction applicable to all senior officers); (b) a material diminution of such Founder's title, duties, authority or responsibilities; or (c) the relocation of such Founder's principal place of employment by more than fifty (50) miles; provided that the Founder shall have given the Company written notice within thirty (30) days of the initial occurrence and the Company shall have failed to cure within thirty (30) days thereafter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"51ffb753-b87b-41af-9c2a-2d3c9321b9a3","order":22,"text":"\"Person\" means any individual, corporation, partnership, limited liability company, trust, unincorporated association, governmental authority or other entity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"28bca2d2-6cc2-412e-b507-8d44c2429c48","order":23,"text":"\"Securities Act\" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a4087084-a374-4e25-84d4-4c89bf7cd5c0","order":24,"text":"\"Transfer\" means any sale, assignment, pledge, hypothecation, gift, encumbrance or other disposition, whether voluntary or involuntary, direct or indirect, of any Shares or any right, title or interest therein, including by operation of law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"8c8f49be-ecc0-442c-86b6-e0a3116b4f9f","order":25,"text":"2. FORMATION OF THE COMPANY AND CAPITALIZATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S02"},{"id":"8036a593-6938-4e7a-80a2-1f22aaf687dd","order":26,"text":"The Founders hereby acknowledge that the Company has been (or shall be promptly) incorporated under the laws of the State of [State of incorporation] under the name [Company name]. The authorized capital stock of the Company shall consist of [Total number of authorized shares of Common Stock] shares of Common Stock.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c59a7dec-5ff3-4b48-b238-b819aea183f0","order":27,"text":"Subject to the vesting schedule and other restrictions set forth herein and in the corresponding Restricted Stock Purchase Agreements between the Company and each Founder, the Company shall issue to the Founders an aggregate of [Total number of shares issued to founders] shares of Common Stock, allocated as set forth below, in consideration of the contributions described in Article 3 and the payment of par value per share:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"352e5fbc-abdd-4a2f-9630-5128bd37bcfb","order":28,"text":"(a) Founder 1: [Number of shares] shares, representing [% ownership]% of the issued and outstanding Common Stock on a fully-diluted basis;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"262fc705-e3fa-4f40-9449-cd09fd5725c6","order":29,"text":"(b) Founder 2: [Number of shares] shares, representing [% ownership]% of the issued and outstanding Common Stock on a fully-diluted basis;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"363ae7eb-2cac-40b8-8d76-87335b216ac2","order":30,"text":"(c) Founder 3: [Number of shares] shares, representing [% ownership]% of the issued and outstanding Common Stock on a fully-diluted basis;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4146b664-fb72-4ddc-906e-19c738086b52","value":"2","type":"remove","operator":"="}]},{"id":"4dbb6da7-44d5-426c-9525-073722de5cdf","order":31,"text":"(d) Founder 4: [Number of shares] shares, representing [% ownership]% of the issued and outstanding Common Stock on a fully-diluted basis.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4146b664-fb72-4ddc-906e-19c738086b52","value":"2","type":"remove","operator":"="},{"field":"4146b664-fb72-4ddc-906e-19c738086b52","value":"3","type":"remove","operator":"="}]},{"id":"b9ba79ff-a7b7-4645-bf87-af6053418809","order":32,"text":"Each Founder represents that he or she is acquiring the shares for investment for his or her own account, not as a nominee or agent, and not with a view to or for resale in connection with any distribution thereof within the meaning of the Securities Act. The shares shall be issued in reliance upon exemptions from registration under the Securities Act and applicable state securities laws. Each Founder shall execute a Restricted Stock Purchase Agreement and, where appropriate, timely file an election under Section 83(b) of the Internal Revenue Code with respect to the shares within thirty (30) days of issuance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"2a8989af-f520-4820-9539-c07f13ad112a","order":33,"text":"3. ROLES, TITLES AND CONTRIBUTIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S03"},{"id":"d6f4e738-4922-47fb-ba29-444552b44b19","order":34,"text":"Each Founder shall devote his or her full business time, attention, energies and best efforts to the affairs of the Company, except as expressly permitted by the Board in writing. Each Founder's initial title and primary responsibilities shall be as set forth below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6a26d031-19e0-479a-8cdd-b67573c243e9","order":35,"text":"(a) Founder 1 shall serve as [Title, e.g. Chief Executive Officer] and shall be principally responsible for [Primary responsibilities].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5138a977-4bc0-42d3-bdc1-6ac5879c16d2","order":36,"text":"(b) Founder 2 shall serve as [Title] and shall be principally responsible for [Primary responsibilities].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"338bc36f-9dcb-460f-a433-ab8b8e0d6f74","order":37,"text":"(c) Founder 3 shall serve as [Title] and shall be principally responsible for [Primary responsibilities].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4146b664-fb72-4ddc-906e-19c738086b52","value":"2","type":"remove","operator":"="}]},{"id":"f9f9253c-fd00-44bf-8b79-a554f4d695f7","order":38,"text":"(d) Founder 4 shall serve as [Title] and shall be principally responsible for [Primary responsibilities].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4146b664-fb72-4ddc-906e-19c738086b52","value":"2","type":"remove","operator":"="},{"field":"4146b664-fb72-4ddc-906e-19c738086b52","value":"3","type":"remove","operator":"="}]},{"id":"398552f9-f75e-428d-9718-13cc786ab9ee","order":39,"text":"Titles, duties and reporting lines may be modified from time to time by the Board, acting reasonably and in good faith. Each Founder acknowledges that compensation, benefits and other terms of service shall be governed by a separate Employment or Consulting Agreement and the Company's customary policies, subject to Board approval.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"925c0bcb-6234-4f88-abf1-946970355d7b","order":40,"text":"4. VESTING OF FOUNDER SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S04"},{"id":"67f7704e-7f66-4e6c-b160-3eea291e469f","order":41,"text":"All shares of Common Stock issued to the Founders pursuant to Article 2 (the \"Founder Shares\") shall be subject to vesting as follows. The unvested portion of any Founder's shares shall remain subject to a right of repurchase in favor of the Company exercisable upon a Termination Event in accordance with Article 5.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b859d63f-b704-42dd-bd7e-63672c1e8871","order":42,"text":"The Founder Shares shall vest over a period of four (4) years commencing on [Vesting commencement date] (the \"Vesting Commencement Date\"), subject to the Founder's continuous service to the Company, on the following schedule:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a9dca6e7-5409-43bf-a982-cb8921ee1866","order":43,"text":"(a) Twenty-five percent (25%) of each Founder's shares shall vest on the first anniversary of the Vesting Commencement Date (the \"Cliff\"). No shares shall vest prior to the Cliff. If a Founder ceases to provide services to the Company for any reason before the Cliff, all of his or her Founder Shares shall remain unvested and shall be subject to repurchase in accordance with Article 5.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a0ab8a42-748c-4f43-81fd-530898569b09","order":44,"text":"(b) The remaining seventy-five percent (75%) of each Founder's shares shall vest in thirty-six (36) substantially equal monthly installments on the corresponding day of each calendar month following the Cliff, such that one hundred percent (100%) of the shares shall be fully vested on the fourth anniversary of the Vesting Commencement Date, subject in each case to such Founder's continuous service through each such vesting date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0955cab2-53d3-457b-b372-65f16b2b1ce2","order":45,"text":"Upon the consummation of a Change of Control (as defined under the Company's then-current equity incentive plan or, if none, the customary definition thereof), the unvested portion of each Founder's shares shall accelerate as follows: (i) if such Founder is terminated by the Company (or its successor) without Cause, or resigns for Good Reason, within twelve (12) months following the Change of Control, one hundred percent (100%) of the then-unvested shares shall immediately vest (\"double-trigger\" acceleration); and (ii) absent such qualifying termination, no automatic acceleration shall occur except as expressly approved by the Board prior to the Change of Control.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c54b89ac-72b7-41a2-9d3c-2fcb1580abe4","order":46,"text":"Each Founder shall timely execute and deliver such stock-power and assignment instruments as the Company may reasonably request in order to give effect to the repurchase rights set forth herein, and shall be solely responsible for any tax consequences (including under Section 83(b) of the Internal Revenue Code) associated with the issuance and vesting of his or her shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"3e4649d1-5e06-4e48-99c7-fc4b9385312d","order":47,"text":"5. TERMINATION OF SERVICE AND REPURCHASE RIGHT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S05"},{"id":"4e84d5ec-306b-4db8-a8a6-519e07fcdcbe","order":48,"text":"A \"Termination Event\" shall mean the cessation of a Founder's service to the Company for any reason, whether by voluntary resignation, termination by the Company with or without Cause, death, Disability, or otherwise. Upon a Termination Event with respect to any Founder:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"26cb82ef-7938-46fc-8605-2681f5915f41","order":49,"text":"(a) the unvested portion of such Founder's shares shall automatically be subject to repurchase by the Company at a price per share equal to the lesser of (i) the original purchase price paid by such Founder (subject to appropriate adjustment for stock splits, recapitalizations and similar events) and (ii) the then-current fair market value of such shares as determined in good faith by the Board. The Company may exercise this repurchase right at any time within ninety (90) days following the Termination Event, by delivering written notice to such Founder or his or her legal representative;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ec84ff2a-2967-4af6-a2a3-2ec5ac9267a4","order":50,"text":"(b) the vested portion of such Founder's shares shall, in the case of a termination for Cause or a voluntary resignation without Good Reason, also become subject to a right of repurchase by the Company exercisable within ninety (90) days after the Termination Event at the then-current fair market value as determined in good faith by the Board (the \"Vested Repurchase Right\"). The Vested Repurchase Right shall not apply in the case of a termination without Cause, a resignation for Good Reason, death or Disability;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b0de8dc7-2699-4e81-b9f7-b9996da24364","order":51,"text":"(c) the departing Founder shall promptly resign from all offices and directorships held with the Company, return all Company property, and continue to be bound by the surviving obligations of this Agreement, including those set forth in Articles 6, 11, 12, 13 and 14;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0c31b9a9-859b-4c5e-8dfc-22342561fcfb","order":52,"text":"(d) the Company may, at its election and on terms reasonably acceptable to it, assign all or any portion of its repurchase rights to the other Founders pro rata or to one or more designees, including future investors, employees or consultants of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"611019fc-87dc-4a52-aa7b-2179f47ea420","order":53,"text":"6. INTELLECTUAL PROPERTY ASSIGNMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S06"},{"id":"47d9d518-ac6f-4cc8-906b-f6dffdfc33c9","order":54,"text":"Each Founder hereby irrevocably and unconditionally assigns and agrees to assign to the Company his or her entire right, title and interest, throughout the world and in perpetuity, in and to all inventions, discoveries, developments, improvements, original works of authorship, software (including all source and object code), algorithms, formulas, data, designs, ideas, concepts, know-how, trade secrets, business plans, customer lists, processes, techniques, trademarks, service marks, trade dress, domain names, and other intellectual or proprietary property of any kind, whether patentable, copyrightable, or otherwise protectable (collectively, \"Intellectual Property\"), that:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"927f00ce-6d82-4c8c-896e-da32ef7aa309","order":55,"text":"(a) was conceived, developed, made, reduced to practice or first fixed in a tangible medium of expression by such Founder, alone or with others, at any time prior to or after the Effective Date, that relates in any manner to the actual or anticipated Business of the Company, including without limitation all such Intellectual Property developed in connection with the activities described in the Recitals; or","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d9ec4ac8-9132-4a24-a097-ed7c5561ed3a","order":56,"text":"(b) is or has been conceived, developed, made, reduced to practice or first fixed in a tangible medium of expression by such Founder, alone or with others, during the course of his or her service to the Company, whether or not during normal working hours, whether or not on Company premises, and whether or not using Company resources, that relates to the Business of the Company or results from work performed for the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"004cfd87-c474-4660-8a1a-02c332b8be91","order":57,"text":"All copyrightable works produced by a Founder within the scope of his or her service to the Company shall be considered \"works made for hire\" within the meaning of the United States Copyright Act, and the Company shall be deemed the sole author and owner thereof. To the extent any such work does not so qualify as a work made for hire, such Founder hereby irrevocably assigns to the Company all right, title and interest therein, including all moral rights, to the maximum extent permitted by applicable law, and waives any non-assignable moral rights in favor of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"75790788-6890-4f1b-a342-854d12187354","order":58,"text":"Each Founder shall, at the Company's reasonable request and expense (but without further consideration), execute and deliver all documents and instruments, including patent and copyright assignments, declarations and powers of attorney, and shall take all such further actions as the Company may reasonably request, in order to vest, perfect, evidence, defend or enforce the Company's rights in such Intellectual Property. Each Founder hereby irrevocably appoints the Company and its duly authorized officers as such Founder's attorney-in-fact, with full power of substitution, to execute and deliver any such documents in his or her name and stead, this power being coupled with an interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"de7240db-53e4-437e-a5f8-972301853a60","order":59,"text":"Each Founder has attached as Schedule A a complete list of all prior inventions and intellectual property that he or she wishes to exclude from the assignment provisions of this Article 6 (collectively, \"Prior Inventions\"). If no such list is attached, each Founder represents and warrants that there are no Prior Inventions to be excluded. To the extent any Prior Invention is incorporated into a Company product, service or system, such Founder hereby grants the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, modify, distribute and exploit such Prior Invention in connection with the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"efc0b828-aa07-417e-8189-d6bd9dffe7ca","order":60,"text":"7. REPRESENTATIONS AND WARRANTIES OF EACH FOUNDER","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S07"},{"id":"865854f0-64d4-4d87-9dc1-81182cb1cdb5","order":61,"text":"Each Founder severally (and not jointly) represents and warrants to the Company and to each other Founder, as of the date hereof and as of the date of issuance of any Founder Shares, that:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6946ba8d-1a4c-48b7-9775-6db7a70725f0","order":62,"text":"(a) he or she has the full legal right, power and capacity to enter into this Agreement and to perform his or her obligations hereunder, and this Agreement constitutes a valid and binding obligation of such Founder, enforceable against him or her in accordance with its terms;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3258712b-07d4-4dae-970e-0512001e365c","order":63,"text":"(b) the execution, delivery and performance of this Agreement by such Founder will not (i) violate any law, judgment, decree or order applicable to him or her, (ii) breach any agreement, instrument or obligation, including any employment agreement, non-competition agreement, non-solicitation agreement, invention assignment agreement or confidentiality agreement, with any prior or current employer, client, partner or other Person, or (iii) require the consent or approval of any Person that has not been obtained;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"23ab48b8-5a84-4789-a39d-961177bbae36","order":64,"text":"(c) such Founder has not used and will not use in the course of his or her service to the Company any confidential, proprietary or trade-secret information of any third party in a manner not authorized in writing by such third party;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ffa608f8-47a2-4256-a25a-eba8405ac6f6","order":65,"text":"(d) such Founder has not granted, and will not grant, any rights in or to the Intellectual Property assigned to the Company hereunder, other than to the Company itself;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"93b713a2-e017-47e7-8307-c5262ee0c0f8","order":66,"text":"(e) such Founder is not subject to any restrictive covenant or other obligation that would restrict or impair the performance of his or her obligations under this Agreement or his or her service to the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"f8609675-45ee-461c-8ef4-a7990251a2ce","order":67,"text":"8. TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S08"},{"id":"13b26cce-be41-4766-9300-d85689f8f8a5","order":68,"text":"No Founder shall Transfer any Shares, or any right, title or interest therein, except in compliance with this Agreement, the Company's bylaws, applicable securities laws, and any agreement entered into between the Company and such Founder. Any Transfer in violation of this Agreement shall be null and void ab initio, and the Company shall not register any such purported Transfer on its books and records.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2a0d678a-ffa1-46c0-b689-f6c1f0bc6148","order":69,"text":"Right of First Refusal. If a Founder (a \"Selling Founder\") proposes to Transfer any Shares in a bona fide arms'-length transaction to a third party (a \"Proposed Transferee\"), such Selling Founder shall first deliver to the Company a written notice (the \"Transfer Notice\") specifying the number of Shares proposed to be transferred, the identity of the Proposed Transferee, and the cash price per Share and other material terms of the proposed Transfer. The Company shall have a period of thirty (30) days following receipt of the Transfer Notice (the \"Company ROFR Period\") within which to elect, by written notice to the Selling Founder, to purchase all (but not less than all) of the offered Shares on the same terms set forth in the Transfer Notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b30b0300-3e46-4bfa-8d8e-a8008d6178a0","order":70,"text":"Founder Secondary Right. If the Company does not elect to purchase all of the offered Shares within the Company ROFR Period, the remaining Shares shall be offered to the other Founders, pro rata in proportion to their then-outstanding Shares (with customary over-allotment rights), upon the same terms set forth in the Transfer Notice, for an additional period of fifteen (15) days. To the extent the offered Shares are not subscribed in full by the Company and the other Founders, the Selling Founder may, within ninety (90) days thereafter and subject to the other provisions of this Article 8, Transfer the unsubscribed Shares to the Proposed Transferee on terms no more favorable to the Proposed Transferee than those set forth in the Transfer Notice. Any Transfer not consummated within such ninety-day period shall again be subject to the procedures of this Article 8.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0c9bbd04-3486-4afa-b783-a210555ee9e8","order":71,"text":"Permitted Transfers. The restrictions of this Article 8 shall not apply to Transfers (a) to the Company; (b) to a trust or family limited partnership established by a Founder for bona fide estate-planning purposes, provided the Founder retains exclusive voting and dispositive control; (c) by will or intestate succession upon the Founder's death; or (d) approved in writing in advance by the Board (which shall include the affirmative consent of a majority of the non-transferring Founders), provided in each case that the transferee executes a joinder agreeing to be bound by all of the provisions of this Agreement as a Founder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"a0112ad4-029d-4008-9e78-64f8ab4845cb","order":72,"text":"9. DRAG-ALONG RIGHT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S09"},{"id":"482d35eb-3738-4355-9bcd-4c08a34e8454","order":73,"text":"If Founders holding at least [Drag-along threshold, e.g. a majority or two-thirds] of the then-outstanding Shares held by the Founders (the \"Drag Majority\"), together with the Board, approve a bona fide arms'-length transaction or series of related transactions (i) for the sale of all or substantially all of the assets of the Company, (ii) for the merger or consolidation of the Company with or into any other entity in which the Company's stockholders immediately prior thereto own less than a majority of the voting power of the surviving entity, or (iii) for the sale or other disposition of more than fifty percent (50%) of the outstanding voting securities of the Company (each, a \"Sale Transaction\"), then each other Founder hereby agrees:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8c0d0fbc-2c13-4de5-9687-c896fb9c6b5d","order":74,"text":"(a) to vote, in person or by proxy, all of his or her Shares in favor of such Sale Transaction and against any alternative proposal, and to waive any appraisal, dissenters' or similar rights with respect thereto, and to execute such written consents as may be required to effectuate the same;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9500c933-281e-48f6-8fd6-20dc90e53aed","order":75,"text":"(b) to sell, transfer, assign or otherwise dispose of all (or such pro rata portion as may be required) of his or her Shares on the same per-Share economic terms and conditions (including form of consideration and aggregate purchase price per Share) as the Drag Majority, subject only to such variations as reflect any preferences or seniority granted to outstanding equity securities of the Company;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bb6d73e1-6f6c-4bc2-9432-54f75c8736b3","order":76,"text":"(c) to execute and deliver any purchase agreement, joinder, escrow agreement, lock-up, release, indemnification agreement or other instrument reasonably necessary or customary to consummate the Sale Transaction, provided that (i) the representations and warranties made by such Founder shall be limited to title to his or her Shares, capacity, authority, due execution and absence of conflicts; (ii) any indemnification obligation shall be several (and not joint), shall be capped at the cash consideration actually received by such Founder, and shall be on a pro rata basis; and (iii) such Founder shall not be required to enter into any new restrictive covenant materially more onerous than the post-termination obligations already binding on him or her under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"bc8b334e-1393-46c9-806b-394fe254334e","order":77,"text":"10. TAG-ALONG RIGHT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S10"},{"id":"40332782-e5b3-431d-be4a-0ae0346f8cc7","order":78,"text":"If, in connection with a proposed Transfer that is otherwise permitted hereunder (after compliance with Article 8) and that would result in any Founder (a \"Selling Founder\") together with his or her Affiliates Transferring more than [Tag-along threshold, e.g. 10%] of the outstanding Shares to one or more third parties in a single transaction or series of related transactions (a \"Tag Sale\"), each other Founder (each, a \"Tagging Founder\") shall have the right to participate in the Tag Sale, on the same per-Share terms and conditions, with respect to a number of his or her Shares determined by multiplying the number of Shares proposed to be sold by the Selling Founder by a fraction the numerator of which is the number of Shares held by such Tagging Founder and the denominator of which is the aggregate number of Shares held by the Selling Founder and all electing Tagging Founders.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"13db61f4-bebb-45c1-8a5e-bc175467ec4a","order":79,"text":"The Selling Founder shall give written notice of the Tag Sale to each other Founder at least twenty (20) days prior to the closing thereof, describing the material terms and conditions, including price, identity of the Proposed Transferee, and the closing date. Each Tagging Founder may exercise his or her tag-along right by delivering written notice of election to the Selling Founder no later than fifteen (15) days after receipt of the Tag Sale notice, specifying the number of Shares such Tagging Founder elects to include. The Selling Founder shall not consummate the Tag Sale unless the Proposed Transferee acquires the Shares of each electing Tagging Founder on the same terms and conditions, and shall promptly remit the proceeds payable to each Tagging Founder upon closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d6b2ff27-6ac2-4fd2-83ec-cee243d996b8","order":80,"text":"The tag-along right shall not apply to any Permitted Transfer described in Article 8 or to any Sale Transaction under Article 9.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"76d50d04-6a0b-4b73-a941-8a728f440e6c","order":81,"text":"11. CONFIDENTIALITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S11"},{"id":"4b3d2622-ee4a-48b8-920a-4ca862fe4459","order":82,"text":"Each Founder acknowledges that, during the term of this Agreement and his or her service to the Company, he or she will have access to and become acquainted with confidential and proprietary information of the Company, including without limitation business plans, financial information, customer and prospect lists, supplier information, product roadmaps, software, source code, algorithms, technical specifications, designs, prototypes, research and development data, marketing strategies, pricing, personnel data, the terms and existence of this Agreement and any related agreements, and any other information that is marked confidential or that, by its nature, a reasonable person would understand to be confidential (collectively, \"Confidential Information\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a601b5f5-0a14-4c0e-9ee0-2579738fe7c3","order":83,"text":"Each Founder agrees that, during the term of this Agreement and at all times thereafter, he or she shall (a) hold all Confidential Information in strict confidence and use it solely for the benefit of the Company; (b) not disclose any Confidential Information to any third party (other than to other Founders, directors, officers, employees, attorneys, accountants or advisors of the Company on a need-to-know basis, in each case under obligations of confidentiality at least as protective as those set forth herein) without the prior written consent of the Board; and (c) take all reasonable measures to protect the secrecy of and avoid the disclosure or unauthorized use of Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d903f0d4-8609-4fe0-898d-702114d34ec4","order":84,"text":"Confidential Information shall not include information that: (i) is or becomes generally publicly available through no act or omission of the disclosing Founder; (ii) was already lawfully in the possession of such Founder, free of any confidentiality obligation, prior to receipt from the Company; (iii) is lawfully obtained by such Founder from a third party who is not bound by any confidentiality obligation; or (iv) is independently developed by such Founder without reference to or use of any Confidential Information. Disclosures required by law or by a valid order of a court or governmental authority shall be permitted; provided, however, that the disclosing Founder shall give the Company prompt written notice and cooperate with the Company in seeking a protective order or other appropriate remedy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3a41bc08-21f8-48d1-96eb-2db46b861b15","order":85,"text":"Notice Under the Defend Trade Secrets Act. Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade-secret law for the disclosure of a trade secret that (A) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"c94245d1-447a-43a6-a218-0bbc7a94658e","order":86,"text":"12. NON-COMPETITION AND NON-SOLICITATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S12"},{"id":"f1eb6468-2194-47a8-886d-8257ce271ff6","order":87,"text":"Each Founder acknowledges that, in the course of his or her service to the Company, he or she will have access to Confidential Information, customer relationships and the goodwill of the Business, all of which are protectable interests of the Company. Accordingly, each Founder agrees, as a material inducement to the Company and the other Founders entering into this Agreement, to be bound by the covenants set forth in this Article 12. These covenants are intended to be construed reasonably and to be enforced to the maximum extent permitted by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"be0140dc-5b6e-4574-a88c-65795c710d1f","order":88,"text":"Non-Competition. During the term of each Founder's service to the Company and for a period of [Non-compete tail, e.g. 12 or 24 months] following the termination of such service for any reason (the \"Restricted Period\"), such Founder shall not, directly or indirectly, anywhere in [Geographic scope of the covenant], own, manage, operate, control, be employed by, consult with, or participate in the ownership, management, operation or control of any business that is engaged in, or is preparing to engage in, a business that competes with the Business of the Company as conducted, or as actively contemplated to be conducted, as of the date of termination. Notwithstanding the foregoing, a Founder may own up to one percent (1%) of any class of publicly traded securities of any such competing entity for passive investment purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0f08b1e9-f253-4bbb-b447-ffd0f558dbd8","order":89,"text":"Non-Solicitation of Personnel. During the Restricted Period, each Founder shall not, directly or indirectly, solicit, recruit, hire, engage or attempt to solicit, recruit, hire or engage, any employee, consultant or independent contractor of the Company, or induce or attempt to induce any such Person to terminate his or her relationship with the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5e937ec5-f73c-4bab-9892-74a13d19ea70","order":90,"text":"Non-Solicitation of Customers and Partners. During the Restricted Period, each Founder shall not, directly or indirectly, solicit, divert, take away or attempt to solicit, divert or take away any customer, supplier, licensee, licensor, partner or other business relation of the Company with whom such Founder had material contact or about whom such Founder obtained Confidential Information during the twenty-four (24) months preceding the termination of his or her service.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5942e5d6-e197-412d-848f-01b5a82cdcb2","order":91,"text":"Reasonableness; Reformation. Each Founder acknowledges that the duration, scope and geographic area of these covenants are reasonable and necessary to protect the legitimate business interests of the Company. If a court of competent jurisdiction determines that any provision of this Article 12 is unenforceable, the parties intend that such court shall reform and \"blue-pencil\" the provision to render it enforceable to the maximum extent permitted by law, rather than strike it. The Founders acknowledge that monetary damages may be inadequate to compensate the Company for any breach of this Article 12, and that the Company shall be entitled to seek temporary, preliminary and permanent injunctive relief, in addition to all other remedies available at law or in equity, without the necessity of posting a bond.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"dcfe0732-696b-4cea-b832-31ba89ab057e","order":92,"text":"13. BOARD COMPOSITION AND GOVERNANCE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S13"},{"id":"5c4249e5-3fa3-45d5-a073-cb77325b7070","order":93,"text":"The Founders agree that the Board shall initially consist of [Initial number of directors] directors, each to be elected by the holders of Common Stock voting together as a single class. Each Founder agrees to vote his or her Shares from time to time, and to take all other actions reasonably within his or her control, to ensure that the Board is so composed and that the initial directors shall be [Names of initial directors]. The Founders shall use commercially reasonable efforts to fill any vacancy on the Board within a reasonable period after it arises.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"801f6cbb-018e-4e44-b55c-b9840550a405","order":94,"text":"Major Decisions. The following actions shall require the affirmative vote or written consent of a majority of the directors then in office, including, where applicable, all such matters required by law or the Company's organizational documents: (a) approval of the annual operating budget and any material deviation therefrom; (b) the incurrence of indebtedness for borrowed money in excess of [Debt threshold, e.g. $250,000] in the aggregate; (c) the issuance of any equity securities or securities convertible into or exercisable for equity securities, other than under a Board-approved equity incentive plan; (d) the adoption, amendment or termination of any equity incentive plan; (e) any acquisition, sale or licensing of material assets outside the ordinary course of business; (f) the hiring, termination or material change in compensation of any executive officer of the Company; (g) entry into any related-party transaction; (h) the institution or settlement of any material litigation; (i) the declaration or payment of dividends; (j) any change in the Company's principal line of business; and (k) any voluntary dissolution, liquidation, bankruptcy or assignment for the benefit of creditors of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8f7aee23-9554-453d-9b75-658a985a4206","order":95,"text":"Information Rights. Each Founder shall be entitled to receive (i) within ninety (90) days after the end of each fiscal year, an annual financial statement of the Company; (ii) within thirty (30) days after the end of each fiscal quarter, an unaudited quarterly financial statement; and (iii) such other information regarding the Company and its business as the Board may from time to time make available. Each Founder shall keep all such information confidential in accordance with Article 11.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"cc406225-278c-4c04-8363-00f8346ede08","order":96,"text":"14. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S14"},{"id":"8239174d-55f7-441c-ad44-02ad32df0af1","order":97,"text":"Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [Governing-law State], without regard to its conflict of laws principles. Each Founder consents to the exclusive personal jurisdiction of the state and federal courts located in [City/County and State of venue] for purposes of any proceeding brought to enforce an arbitral award or for injunctive relief in aid of arbitration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a13c95ab-c460-40c3-826f-78e167768ddb","order":98,"text":"Negotiation and Mediation. The parties shall in good faith attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement (a \"Dispute\") through direct negotiations among the Founders for a period of not less than thirty (30) days. If such negotiations fail to resolve the Dispute, the parties shall submit the Dispute to non-binding mediation administered by JAMS (or such other mediation service mutually agreed upon by the parties) under its then-current commercial mediation rules. Each party shall bear its own costs of mediation, and the parties shall share equally the fees and expenses of the mediator.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bbf2cadd-208d-427d-8332-d1b703a4a638","order":99,"text":"Binding Arbitration. Any Dispute that remains unresolved after good-faith mediation shall be finally settled by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect, before a single arbitrator selected in accordance with such rules. The seat of arbitration shall be [Seat of arbitration, e.g. New York, NY], and the language of the arbitration shall be English. The arbitrator shall have authority to grant any remedy or relief that a court of competent jurisdiction could grant, including specific performance and provisional measures. The arbitral award shall be final, binding and non-appealable, and judgment upon the award may be entered in any court of competent jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"220f9f77-96dc-4d3a-8853-f4ac979f4c49","order":100,"text":"Confidentiality of Proceedings. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of all parties. Nothing in this Article 14 shall preclude any party from seeking provisional injunctive relief from a court of competent jurisdiction to preserve the status quo or prevent irreparable harm pending the arbitration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"f38c1cc1-bab6-462f-82fd-00b0a272a1b5","order":101,"text":"15. MISCELLANEOUS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S15"},{"id":"4e154ae6-8923-430b-974c-b0ffe9c3cc3e","order":102,"text":"Entire Agreement. This Agreement, together with the exhibits and schedules hereto and the Restricted Stock Purchase Agreements referenced herein, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, communications and understandings concerning the subject matter hereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2c3c82e8-9844-43db-87ec-1ca91090926c","order":103,"text":"Amendment and Waiver. No provision of this Agreement may be amended, modified or waived except by an instrument in writing signed by all Founders (or, after the Company's first preferred-stock financing, by such persons as may be specified in the definitive financing documents). No failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"af7264a7-8ff3-4791-aca6-ca3612712cc7","order":104,"text":"Severability. If any provision of this Agreement is held invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired, and the parties shall negotiate in good faith to substitute a valid and enforceable provision that most closely reflects the parties' original intent. The parties expressly authorize a court of competent jurisdiction to modify and \"blue-pencil\" any provision so as to render it enforceable to the maximum extent permitted by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0cd46d6a-1905-4532-ae92-b724e28900c8","order":105,"text":"Assignment. No Founder may assign, delegate or otherwise transfer any of his or her rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of the Company and the other Founders, except as expressly permitted by Article 8. The Company may assign this Agreement to any successor or surviving entity in connection with a merger, consolidation, sale of all or substantially all of its assets, or other corporate reorganization. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors and permitted assigns.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"82b0fa8e-37da-4db5-bce2-b7ffd03413e8","order":106,"text":"Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (a) when delivered in person; (b) on the third business day after being deposited in the United States mail, certified or registered, postage prepaid, return receipt requested; (c) on the next business day after being deposited with a nationally recognized overnight courier service, with delivery confirmation; or (d) when sent by email, upon written confirmation of receipt (excluding automated confirmations), to the parties at the addresses set forth on the signature pages hereto or to such other address as a party may designate by notice in accordance with this Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"308b1c65-3280-4745-85a0-e51a94d008d2","order":107,"text":"Counterparts; Electronic Signatures. 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