A simple document to be used as 'tie-over' agreement prior to entering a more formal shareholders agreement. It applies to two collaborators, sharing equally in the future Start-Up Company.
The undersigned (each a “Collaborator” and together the “Collaborators”) are collaborating to develop a business concept and related technology for:
[description of concept/technology]
(the “Technology”), which, if developed, will be transferred to and launched by a start-up company to be formed by the Collaborators (the “Start-Up Company”).
In the event the Collaborators successfully develop the Technology, the Collaborators agree that:
- They must each assign to the Start-up Company upon its formation all of [his/her] right, title and interest in the Technology and must do everything required by the Start-Up Company that is necessary to vest absolute legal and beneficial ownership of the Technology in the Start-Up Company.
- Upon formation of the Start-Up Company, all of the shares of the Start-Up Company will be split equally between the Collaborators.
- Within [x] days of forming the Start-Up Company, the Collaborators will enter into a shareholders agreement setting out the above terms, plus further terms to more fully document the relationship between the Collaborators.
Neither Collaborator is a party to any agreement that restricts a Collaborator’s ability to perform their obligations as set out above and no third party can claim any rights to the Technology.
This Agreement is governed by [jurisdiction] law.
[Signature of Collaborator #1]
[Signature of Collaborator #2]