On joining, every member makes a binding pledge to donate a portion of their personal proceeds on liquidity to charity. Description of Founders Roles and Responsibilities. Written consent of all Founders is required to approve any additional party to this Agreement. 2 were here. "Founders Pledge is a revolutionary approach to early stage philanthropy that allows founders of tech companies to “give back” at a point where they may be worth a lot on paper but very little (if anything!) The Founders agree to keep the Product or Service confidential; disclosure of the Product or Service will occur only on an as-needed basis and only upon consent of all Founders. NOW THEREFORE in consideration of the covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Founders hereby agree as follows: “Agreement” means this Pre-incorporation Founders Agreement and all attached schedules and all instruments supplemental to or in amendment or confirmation of this Agreement, as the same may be amended or amended and restated from time to time. AND WHEREAS it is the intention of the Founders that once the Product or Service is developed, or substantially developed to their satisfaction, the Founders shall form a corporation (the “Corporation”) and will and shall as of incorporation forthwith transfer all interest, rights, claims, property (whether proprietary, tangible, intangible or otherwise), as well as waive any and all moral rights the Founders have now, have had in the past or may have in the future in the Product or Service such that the Corporation will carry on the Product or Service as of and following the date of incorporation and own any and all of the foregoing rights and interests. The Founders agree and acknowledge that all provisions of this Agreement, including confidentiality provisions, shall be binding up through the end of this arbitration process. By making a pledge you lock in your intention to do good, and hold yourself accountable to your most important values and ideals. 22. In the event that the Founders are not able to agree to a mutually agreeable separation pursuant to this Article 9, the Founders agree that they will submit to a binding confidential arbitration to be held in [CITY] and conducted by a mutually agreed to arbitrator. The Parties attorn to the exclusive jurisdiction of the courts in the City of [CITY] in respect of any disputes arising out of this Agreement or the transactions contemplated herein. We are a global community of entrepreneurs. Events and Protocol. Upon the formation of the Corporation, the Founders will enter into a Unanimous Shareholder Agreement to formalize all terms of this Agreement, unless otherwise agreed to by all the Shareholders. By equipping our members with charity research, streamlined giving infrastructure, and a global network of experts to learn from, we’re empowering them to bring their resources to the global problem solving table. It is acknowledged and agreed that there are no oral representations or warranties of any kind between the parties. 28. Except as otherwise stated herein, all amounts are stated in [COUNTRY] currency. If any provision of this Agreement or any part thereof shall for any reason be held to be invalid or unenforceable in any respect, then such invalid or unenforceable provision or part shall be severable and severed from this Agreement and the other provisions of this Agreement shall remain in effect and be construed as if such invalid or unenforceable provision or part had never been contained herein. Good Faith. 2. Capital Contribution. Shareholder Agreement. Jul 7, 2019 - Through impactful philanthropy, Founders Pledge is redefining what it means to give back. Dispute Resolution. The Founders shall, using best efforts, contribute to the development of the Product or Service pursuant to each Founder’s “Role and Responsibility” description as set-out at Schedule B attached hereto. https://drive.google.com/file/d/0B0YPH7gQknK0MWtUS0NPTkRLMnc/view?usp=sharing, Meaning Making — How the Innovation-Driven Organization Imparts Purpose & Meaning, An Honest Conversation Between Two Business Partners (Who Are Also Great Friends), How Startups Win Their Market With Positioning, Mapping “The Future of Work” Startup & Investor ecosystem, Being asked for a raise is not about the money, Meet The Disruptors: Jason Baumgartner of BEKHealth On The Three Things You Need To Shake Up Your…, Technology, Innovation and Modern War — Class 15 — Midterm- Congressman Mike Gallagher, How Startups Build Their Tech Teams Without Spending a Fortune. If a person not named as a Founder hereto joins the Founders in the Startup prior to formation of the Corporation on the basis that such person shall hold an equity interest in the Corporation when formed (a “New Founder”), the Founders shall require such New Founder to execute a counterpart signature page and acknowledgement substantially in the form set out at Schedule C attached hereto so that such person is a party to and bound by this Agreement and shall appropriately amend this Agreement. When you make a Georgia Tech Founders' Pledge, you become part of a family of Georgia Tech entrepreneurs who have publicly signaled their intent to support the school. Agreement Timetable. The Founders may not transfer, pledge or otherwise encumber any Shares or any ownership or entitlement to ownership of the Corporation or of the Product or Service described herein without the unanimous written consent of the Founders. 4. Founders Pledge's ethical values are reflected in the people that they employ, and in the processes which are implemented. 6. 15. Founders For Good Ltd. is a registered UK charity (1162201) limited by guarantee (08565148). Each Founder represents and warrants that no third party can claim any rights to any intellectual property or other proprietary right possessed by that Founder as it relates to the Product or Service. Founders Pledge started seeing positive results as soon as they began using Splash — from increased efficiency to improved brand consistency. The Company will continue perpetually, unless dissolved in accordance with this agreement. Explore the issues you care about in the company of world-leading experts and members from 28 countries. Initial Capital Contribution of the Founders. Once it is determined by a Simple Majority that the Corporation will be incorporated and formed, each Founder shall grant and assign to the Corporation immediately upon its incorporation all of his or her right, title, and interest in and to the Product or Service (including all right, title and interest to intellectual property and all applications thereto), including waiving all moral rights, and assigning all patents, designs, industrial designs, trade-marks, copyrights, trade secrets, ideas (however formed or unformed) and labor and/or work product that results from any task or work performed by the Founder that relates to the Product or Service for the full term of such rights (the “Transfer”). Corporation to Enforce. Subject to this Article 5, on the Incorporation Date, the Shares of the Corporation shall be issued to the Founders according to the distribution chart below (the “Founder Equity”): 8. “Common Voting Shares” means Shares of the same series and class of the Corporation that carry the right to vote. Founders Pledge, Inc. is a 501(c)(3) registered non-profit in the US. 31. Application for permission to keep or consume intoxicating liquor on site. “Role and Responsibility” means the roles and responsibilities of each Founder as described at Schedule B attached hereto. “It’s so much easier for us to actually see who was invited, who has already registered, and who has not. AMONG THE UNDERSIGNED PARTIES, EFFECTIVE [DATE SIGNED]. Reimbursement. I believe the senior team genuinely have the wellbeing of their employees at heart. Within [THREE (3)] calendar months of the date of this Agreement, if the Founders have not yet incorporated the Corporation, the Founders agree to discuss the benefits of continued collaboration related to the Product or Service and will discuss a mutually agreeable timetable for the incorporation of the Corporation. “Trigger Event” means, with respect to a Founder, the: (d) resignation other than a resignation following Constructive Dismissal; or. Founders' Agreements are generally subject to the laws of individual states. “Him” or “his” is a generic reference to the subject of the relevant sentence in this Agreement. This Agreement shall not be assigned by any Founder without the written consent of all other Founders. Transfer to Corporation. - Engaging work that enables you to have a large positive impact - Quickly evolving organisation - Friendly colleagues and a cheerful atmosphere in the office - Flexibility w.r.t. Interested in making the pledge and joining Founders Pledge? 20. The Founders Agreements helps to protect founders in the event that one or more of a team’s founders try to “run away” or exclude other founders from profits or benefits of the technology or business that was created. Non-Competition. of the Founders pursuant to this Agreement; "Encumbrance" means and includes any interest or equity of any person (including, without prejudice to the generality of the foregoing, any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien or assignment or any other encumbrance priority or security interest or Actions Required. Luka Antolic-Soban. 23. And that’s it! Each Founder has contributed such amounts as set-out at Schedule D attached hereto towards the expenses of the Startup prior to incorporation, as non-refundable and non-repayable capital contributions. Assignment. Through Founders Pledge, entrepreneurs commit to donating a chosen % … (iv) use or adopt or purport to use or adopt the name or any trade or business name of the Corporation for any purpose. 3. Through Founders Pledge, members commit to donate a meaningful percentage of their personal exit proceeds to the charities and social causes of their choice following liquidity. Costs of the arbitration shall be borne equally by all Founders. 30. Download Template: https://drive.google.com/file/d/0B0YPH7gQknK0MWtUS0NPTkRLMnc/view?usp=sharing. Founders Agreements create a strong framework that allows your startup to remain strong as it advances towards incorporation and turning into a full-out business. 24. Any waiver shall only apply to the specific matter waived and only in the specific instance in which it is waived. Photography and video consent form. It takes time and work. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK], IN WITNESS WHEREOF, the Parties hereto have executed this Agreement with effect on the [ day of , 20 .]. Every team member that joins Arch brings her or his own conviction, empowerment, wisdom, courage, trust, and integrity to bear on our shared mission. TEMPLATE 1 THIS AGREEMENT is made on 2016 BETWEEN (1) The persons whose names and addresses are set out in Part 1 of Schedule 1 (the “Founders”); (2) SBC BERLIN 2015-2017 LTD, incorporated and registered in England and Wales with company number 09089774 whose registered office is at c/o Rainmaking Loft, ARTICLE 4 — INCORPORATION AND FORMATION OF CORPORATION. 1. 29. Photography and Video . “Constructive Dismissal” shall be deemed to have occurred if there exists any material adverse change without the consent of a Founder in the title, status, position, Role and Responsibility of such Founder from those set out in this Agreement as determined by a court or other tribunal of competent jurisdiction. If you’d like to learn more about us and explore our template library, visit our website. New Founders. This is the signature page to the Pre-Incorporation Founders Agreement among the above written parties. The 50/50 gender pledge is supported by women founder meet-up events and StepUp programmes. We are a uniquely committed community, and every member has access to the tools needed for strategic giving. The Giving Pledge is a campaign to encourage extremely wealthy people to contribute a majority of their wealth to philanthropic causes. Photography and Video | Form. The Parties acknowledge that this Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and may only be varied by further written agreement signed by all the Parties. Impactful philanthropy doesn’t happen overnight. Founders Pledge | 5.138 Follower auf LinkedIn A global community of entrepreneurs, finding and funding solutions to the world's most pressing problems. Nothing in this Agreement, precludes, blocks or otherwise eliminates a Founder’s standing to bring a claim against the other Founders or the Corporation for unjust enrichment or other similar cause of action. Founders Pledge gGmbH mit Sitz in Berlin ist im Handelsregister mit der Rechtsform Gesellschaft mit beschränkter Haftung eingetragen. Each Founder shall reimburse any Founder that incurs an expense related to the Startup proportionately to such Founder’s Equity Distribution pursuant to Section 6. By Micah Rosenbloom, Partner. Each Founder represents and warrants that he or she is not a party to any other agreement that would restrict such Founder’s ability to perform its obligations as set forth in this Agreement. However, for teams that are not yet prepared to make the financial investment to forming a corporation, Founders Agreements are a good alternative. “Permanent Disability” and “Permanently Disabled” means a Founder who is declared mentally incompetent or incapable of managing his or her affairs by a court of competent jurisdiction or, if no application is brought for such a declaration, who is certified by statutory declaration of two duly qualified medical practitioners to be mentally incompetent. Elevate your impact with bespoke guidance from our charity research team. “Incorporation Date” means the date affixed to the Corporation’s certificate of incorporation. This type of stock differs in a few important ways from common stock sold in the secondary market. “Shares” means all authorized shares in the Corporation, as set forth in the Corporation’s articles of incorporation on and after the Incorporation Date, as amended. We identify the most transparent, high-leverage giving opportunities around the world, tailored to your unique values. Use the request more information button below and someone from our team will contact you. Simply fill out a form with your name, contact information, and current affiliation to indicate your non-binding pledge. 16. Founders Pledge gGmbH is a non-profit company in Germany. | Founders Pledge is a community of entrepreneurs who have committed to leveraging their success for social good. These themes provide exceptional examples of ways to structure such a letter, as well as include sample material to work as an overview of design. (iii) the dissolution or liquidation of the Corporation (except in connection with the distribution of assets of the Corporation to one or more persons that were Founders prior to such event). 11. When composing an official or service letter, discussion style as well as layout is crucial making an excellent initial impact. (i) carry on, participate, assist, be engaged, concerned or interested in any business which competes with the Product or Service; (ii) interfere or seek to interfere or take such steps as may interfere with the continuance of supplies to the Startup (or the terms relating to such supplies) from any suppliers who have been supplying materials, components, products, goods or services to the Startup; (iii) solicit or entice away or offer employment to or endeavour to solicit or entice away or offer employment to any person who has at any time been a Founder, employee, officer or manager of the Corporation without the express prior written consent of the Founders; or. Built for entrepreneurs, you can think of it as a family office for your philanthropy, with complete administrative support and a Donor Advised Fund. (i) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including any reorganization, amalgamation, arrangement, merger or consolidation or share transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Corporation), unless the Corporation’s shareholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions, at least 50% of the voting power of the surviving or acquiring entity (provided that the sale by the Corporation of its securities for the purposes of raising additional funds shall not constitute a Change of Control hereunder); (ii) the sale, transfer or other disposition of all or substantially all of the property and assets of the Corporation to any person (other than a person that was, prior to such sale, transfer or other disposition, a Founder); or. 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