Co-Founder Agreement (Ireland)

CO-FOUNDER AGREEMENT This Co-Founder Agreement (the "Agreement") is entered into on [Agreement Date] between: [Founder1 Name], of [Founder1 Address] ("Founder 1") and [Founder2 Name], of [Founder2 Address] ("Founder 2") (together the "Founders") in relation to [Company Name] (CRO No. [Company Number]) (the "Company").

1.1 The Founders agree that equity in the Company shall be allocated as follows: Founder 1 ([Founder1 Name]): [Founder1 Equity] Founder 2 ([Founder2 Name]): [Founder2 Equity] Employee Option Pool: [Option Pool] 1.2 All shares are subject to the vesting schedule set out in Clause 2 of this Agreement. 1.3 Any future issuance of shares shall require the approval of the Founders in accordance with Clause 4, and shall be subject to pre-emption rights in favour of existing shareholders unless waived by special resolution.

2.1 All Founder shares are subject to a [Vesting Period] vesting schedule commencing on [Agreement Date], with a [Cliff Period] cliff. 2.2 CLIFF: No shares shall vest during the cliff period. If a Founder ceases to be actively involved in the Company before the end of the cliff period, that Founder shall forfeit all their shares (or be required to sell them at nominal value as set out in Clause 3). 2.3 POST-CLIFF VESTING: Following the cliff, shares shall vest in equal monthly instalments over the remainder of the vesting period. 2.4 ACCELERATION: Single-trigger acceleration on acquisition applies: [Acceleration On Exit]. Where applicable, all unvested shares shall immediately vest on a change of control (acquisition, merger, or asset sale) of the Company. 2.5 All vested shares remain subject to the transfer restrictions in the Company's constitution and any applicable shareholders' agreement.

3.1 GOOD LEAVER: A Founder who ceases active involvement due to death, serious illness, or by mutual written agreement of all Founders shall be treated as a 'Good Leaver' and may retain their vested shares at fair market value. 3.2 BAD LEAVER: A Founder who resigns without agreed cause, is dismissed for cause (including breach of this Agreement, fraud, or serious misconduct), or engages in competitive activities during the vesting period shall be treated as a 'Bad Leaver'. A Bad Leaver must sell all unvested shares and, at the Company's discretion, all vested shares at nominal value (€0.001 per share). 3.3 On departure (Good or Bad Leaver), the departing Founder's directorship and officer roles shall terminate automatically unless otherwise agreed in writing. 3.4 NON-COMPETE: For a period of [Non Compete Period] following departure, the departing Founder shall not directly or indirectly engage in any business that competes with the Company's core business as carried on at the date of departure. This restriction is limited to Ireland and is considered reasonable in scope and duration by the parties. 3.5 NON-SOLICITATION: For a period of [Non Compete Period] following departure, the departing Founder shall not solicit employees, customers, or key suppliers of the Company.

4.1 The Founders shall use their best efforts to manage the Company collaboratively. Day-to-day operational decisions within each Founder's area of responsibility may be made individually. 4.2 The following major decisions require [Decision Threshold] Founder approval: (a) Issuing new shares or granting options; (b) Taking on debt financing exceeding €50,000; (c) Entering into any contract with a value exceeding €25,000; (d) Hiring or dismissing senior employees; (e) Amending the Company's constitution; (f) Accepting investment or entering into any transaction that dilutes Founder equity; (g) Sale or licensing of material intellectual property; (h) Winding up or dissolving the Company. 4.3 DEADLOCK: In the event of a deadlock on a major decision, the Founders shall first attempt mediation through the Mediators' Institute of Ireland (MII). If mediation fails within 30 days, either Founder may trigger a 'shoot-out' clause under which each Founder submits a sealed bid to purchase the other's shares, and the higher bidder acquires the other's shares at that price.

5.1 Founder 1 ([Founder1 Name]) shall serve as [Founder1 Role] and shall devote substantially full time and effort to the Company. 5.2 Founder 2 ([Founder2 Name]) shall serve as [Founder2 Role] and shall devote substantially full time and effort to the Company. 5.3 Neither Founder shall engage in any other paid employment or significant business activity without the prior written consent of the other Founder(s). 5.4 Each Founder shall receive a salary as agreed by the board from time to time, subject to the Company having sufficient funds. Until the Company is adequately funded, Founders may defer salary by mutual agreement.

6.1 Each Founder hereby irrevocably assigns to the Company, with full title guarantee, all intellectual property rights (including copyright, patents, trade marks, trade secrets, know-how, software, and inventions) created, developed, or conceived by that Founder: (a) before the date of this Agreement in connection with the Company's business; and (b) during the term of this Agreement in connection with the Company's business. 6.2 This assignment is made pursuant to Section 21 of the Copyright and Related Rights Act 2000 and the common law of Ireland, and extends to all present and future intellectual property rights worldwide. 6.3 Each Founder shall execute any further documents and do all acts reasonably required by the Company to perfect and record this assignment. 6.4 Each Founder warrants that the assigned intellectual property does not infringe the rights of any third party and that they have not previously assigned or encumbered the same. 7. CONFIDENTIALITY: Each Founder shall keep confidential all business information, trade secrets, customer data, and technical information of the Company during and after their involvement with the Company, subject to applicable law. 8. GOVERNING LAW: This Agreement is governed by Irish law. The parties submit to the non-exclusive jurisdiction of the Irish courts.