[to be printed on stamp paper of appropriate value]

CO-FOUNDERS AGREEMENT
This agreement is executed at [●] [insert place] on [●] [insert date].

BETWEEN

1. [●] [Insert the name of Co-Founder], residing at [●] [Insert address of

Co-Founder], which expression shall unless it is repugnant to the subject or
context thereof, include their legal heirs, successors, nominees and
permitted assignees, of the First Part;
2. [●] [Insert the name of Co-Founder], residing at [●] [Insert address of
Co-Founder], which expression shall, unless it is repugnant to the subject or
context thereof, include their legal heirs, successors, nominees and permitted
assignees of the Second Part.

WHEREAS, the Co-Founders share a common vision to establish and operate a

startup aimed at making therapy accessible and affordable, while also training
budding psychologists (hereinafter referred to as the "Company");

WHEREAS, the Co-Founders intend to collaborate and define their respective

roles, responsibilities, ownership, and terms of engagement within the Company
through this Agreement.
WHEREAS ;
WHEREAS the Co-Founders have decided to enter into this agreement to
crystallize the terms of their relationship with one another.
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO
AS FOLLOWS:
1. ADMISSION OF THE NEW CO-FOUNDER
1.1. The Co-Founders have identified a prospective business opportunity
in the area in which the Business is planned and have agreed to work
together for at least 5 years [mention a milestone, e.g. completion of
 the first phase of the product or launch of the website, or a timeline
in months or years] (Initial Objective or Initial Timeline) from the
effective date of [●].
1.2. Any costs incurred by any of the Co-Founders, personal loans of the
Co-Founders or their friends, family, relatives or any angel investor to
the Business will be reimbursed from the revenues if any. Profits of
the Business shall be shared in the following ratio:
: 76%
: 24%
1.3 The Co-Founders shall jointly participate in the management and
operational decision-making processes of the Business, and in the
execution of the business strategy, as explained in this agreement.
2. TERM AND VALIDITY OF THIS AGREEMENT
2.1. This agreement shall govern the relationship between the Business
and the Co-Founders. If the Co-Founders agree to carry on the
Business in the long term, they shall, [as soon as it is feasible]
organize themselves into a formalized business entity such as a
partnership, LLP, company or a registered non-profit by entering into
appropriate documentation and performing necessary statutory filings.
The actions under this clause shall be taken latest by [the realization
or completion of the Initial Objective or the Initial Timeline].
2.2. Unless a Co-Founder is dismissed or retired as explained later in this
agreement or has stopped working for the Business, the Co-Founders
shall ensure that the commercial understanding in this agreement
(particularly the provisions with respect to the economic interest and
capital contribution) is factored into the documentation executed for
any formal business structure that is subsequently adopted.
2.3. Until the actions described above are completed, this agreement shall
continue to remain valid and govern the relationship between the
Co-Founders.
2.4. Any amendments to this document or admission of new Co-Founders
shall only be made in writing.
3. RESPONSIBILITIES OF THE CO-FOUNDERS
3.1. The Co-Founders will share a general responsibility for the reputation
and the economic growth of the business. Currently, the specific
responsibilities of the Co-Founders are as follows:
[Insert name of Co-Founder]
[●] [Mention responsibilities]1

[Insert name of Co-Founder]

[●] [Mention responsibilities]

3.2. The above allocation is not strict and responsibilities in some of the
above areas may be shared with other Co-Founders. Wherever
necessary, each Co-Founder shall co-operate with each other and
provide help required to other Co-Founders towards discharging their
specific responsibility, for the overall benefit of the Business. E.g.
creation of the product, working on pitches and investment,
marketing, building sales channels, etc.

3.3. The roles mentioned above may be modified from time to time
depending on the needs of the Business and based on mutual
understanding. The modification may even be recorded or evidenced
by electronic communication.
3.4. The Co-Founders may identify and create appropriate processes for
decision-making in a meeting where all Co-Founders are invited, and
at least the majority are present. They may be voting to appoint one of
them as a Chief Executive Officer (CEO) to bear responsibility for
day-to-day decision-making and assume other responsibilities of a
CEO.
4. MUTUAL RIGHTS AND OBLIGATIONS OF THE CO-FOUNDERS
4.1. In the capacity as a co-founder of the business, the New Co-Founder
shall be expected to participate in team discussions and development
of plans. They shall have the following rights:
5. CAPITAL CONTRIBUTION AND PROFIT-SHARING
5.1. The Co-Founders shall contribute the following amounts as their share
of capital in the business:
5.1.1. : 76%
5.1.2. : 24%
5.2. Initially both Co-Founders shall contribute 50,000 INR each for
marketing and operational scalability purposes.
5.3. Any excess amounts of capital beyond the limits above shall be
expressly acknowledged by the other Co-Founders in writing.
However, the capital contribution shall not alter the economic interest
of the Co-Founder in the Business.
5.4. Vesting Schedule: While any income that is earned may be shared in
the manner specified above, economic interest or ‘share in the
ownership’ of the business shall vest periodically in the Co-Founders
as per the following schedule:

TIME PERIOD (IN Percentage of ownership

MONTHS) interest that will vest
12 25% of total economic
interest
18 50% of total economic
interest
24 75% of total economic
interest
36 100% of total economic
interest

5.5. Impact of Vesting: Economic interest in the business that has not
vested in the Co-Founders may be held by a separate entity; Or;
Vesting: The Co-Founders agree that if they exit or are fired or
dismissed from the business within the terms of this agreement before
their economic interest has completely vested, the unvested portion
 shall be relinquished back to the business. All Co-Founders shall
cooperate and perform all actions necessary to respect this
understanding.
5.6. Both Co- founders paid a minimum amount of capital contribution
may be necessary under the law. The Co-Founders agree to contribute
the necessary amounts as their capital contribution towards the
Business.
6. NON COMPETE AND NON SOLICIT
6.1. The Founder covenants and agrees that during the term of his
employment starting from the Effective Date and until the later of (i)
the Founder ceasing to be a shareholder in the Company; or (ii) 12
(Twelve) months from the last working day of the Founder upon
termination of employment (with or without Cause) with the
Company, the Founder shall not, directly or indirectly, in any capacity,
whether through partnership or as a shareholder, joint venture partner,
collaborator, consultant or agent or in any other manner whatsoever,
whether for profit or otherwise:
6.1.1. carry on or participate (whether as a partner, shareholder,
principal, agent, director, employee or consultant) in any
business and/ or activity which is the same as or substantially
similar to the Business, including in the business of any
Competitor, other than through the Company;
6.1.2. render any services to a Competitor or enter into employment
with any of the Competitors;
6.1.3. solicit or influence or attempt to influence any client, customer
or other Person to direct its purchase of the products and/or
services of the Company to itself or any Competitor; and/or
6.1.4. solicit or attempt to influence any Person, employed or engaged
by the Company (whether as an employee consultant, advisor or
distributor or in any other manner) to terminate or otherwise
cease such employment or engagement with the Company or
become the employee of or directly or indirectly offer services
in any form or manner to himself or any other Person which is a
Competitor of the Company.
 6.2. The Founder covenants and agrees that during the term of his
employment starting from the Effective Date and until the later of
6.2.1. (i) the Founder ceasing to be a shareholder in the Company; or
6.2.2. (ii) 18 (Eighteen) months from the last working day of the
Founder upon termination of employment (with or without
cause) with the Company, the Founder shall not, directly or
indirectly:
6.2.2.1. attempt in any manner to contact any client/customer or
solicit from any client/customer, except on behalf of the
Company, business of the type carried on by the
Company or to persuade any Person, which is a
client/customer of the Company to cease doing business
or to reduce the amount of business which any such
client/customer has customarily done or might propose
doing with the Company or damage in any way the
business relationship that the Company has with any
customer/client, whether or not the relationship between
the Company and such client/customer was originally
established in whole or in part through his efforts; or
7. PROFIT-SHARING, SALARY AND DRAWINGS
7.1. Unless all the Co-Founders decide by consensus to share the profits
equally, profits shall be ordinarily shared in the ratio of their economic
interest in the Business.
7.2. Loans provided to the business from any of the Co-Founders shall
attract interest at [12% per annum].
7.3. The Co-Founders may mutually agree to draw reasonable salaries to
meet their personal costs and expenses if the financial position of the
Business permits.
8. MINIMUM COMMITMENT OF PARTNERS
8.1. The Co-Founders agree to be committed to the Business until the
realization/ completion of the Initial VOLUNTARY RETIREMENT
8.2. If any Co-Founder voluntarily wishes to leave the Business before the
realization/ completion of the Initial Objective or Initial Timeline or is
unwilling or unable to stay committed to the Business on a full-time
basis or is expelled before the realization/completion of the Initial
 Objective or Initial Timeline, they will be divested of their economic
interest in the business and their stake shall be distributed equally to
the remaining Co-Founders.
8.3. However, the outgoing Co-Founder will be entitled to profits
(represented under the financial statements) that correspond to their
economic stake for each month/year in which they have worked as
Co-Founders, which will be calculated based on the actual finances of
the Business at the time of leaving that shall be released after 12
months of his/her resignation.
8.4. Expulsion or voluntary retirement before the Initial Objective or
Initial Timeline is completed pursuant to Clause 9 or Clause 10 shall
deprive the outgoing Co-Founder of his ‘co-founder’ status in the
business.
9. INTELLECTUAL PROPERTY, NON-DISCLOSURE OBLIGATIONS
9.1. Intellectual property in all work that is done by any of the
Co-Founders for the Business shall be exclusively used for the
purposes of the Business. In case of retirement or expulsion pursuant
to Clause 9 or Clause 10 the outgoing Co-Founder.
9.2. An outgoing Co-Founder shall be under an obligation not to disclose
information specific to the business to third parties, without the
express written permission of the remaining Co-Founders.
9.3. During the period of their association with the Business, disclosure to
third parties shall only be made on a need-to-know basis and by
subjecting the third party to a similar obligation of non-disclosure, or
on any other basis as agreed by the Co-Founders.
10. DISPUTE RESOLUTION AND JURISDICTION
10.1. All disputes between the Partners inter-se or between any of the
Co-Founders with respect to the Business, and which cannot be
resolved amicably must be referred to arbitration as per the provisions
of the Arbitration and Conciliation Act, 1996, in [●], or such other
cities as the disputing parties may unanimously agree upon.
10.2. The arbitration shall be conducted in English by a sole arbitrator
appointed jointly by the parties, as far as possible. If the parties are
unable to agree upon an arbitrator, an arbitration panel consisting of 3
arbitrators will resolve the dispute, where each of the parties appoints
 one arbitrator. The arbitrators must be independent and must have had
prior experience of running a startup for at least 5 years or of having
invested at least [] in a startup.
10.3. Arbitrator’s fees will be capped at [INR 15,000], where there is a
single arbitrator or a total of [INR 30,000] when there is a panel. The
arbitrator or the panel must issue a final decision within 1 month from
the date a claim invoking the arbitration clause is filed.
10.4. The courts of [●] shall have exclusive jurisdiction over all matters
pertaining to this agreement.
11. WAIVER
11.1. No waiver of claim or right arising out of a breach or default under
this or any provision of this Agreement shall be effective unless in
writing and signed by both Co-Founders.
12. NOTICES
12.1. All notices and other communications hereunder shall be in writing
and shall be deemed to have been duly given when delivered in
person, upon the first business day following deposit in the United
States mail, postage prepaid, certified or registered, return receipt
requested, addressed as follows:

[]
[ADDRESS]

[]
[ADDRESS]
or to such other address as either Co-Founder may designate in writing from time
to time.

IN WITNESS WHEREOF the parties have put their respective hands the
day and year first hereinabove written
Signed and delivered by [Name of the first party] [Address]

[Email Address]
[Signature]

[Name of the second party]

[Address]
[Email Address]
[Signature]

[Name of the third party]

[Address]
[Email Address]
[Signature]

Witnesses for the

Co-Founders: Name of
witness: [●]
Address: [●]
Signature: [●]

Name of witness: [●]

Address: [●]
Signature: [●]
Name of witness: [●]
Address: [●]
Signature: [●]