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Founders' Agreement
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FOUNDERS' AGREEMENT
Prepared October 23, 2026 · Ontario, Canada
RECITALS
WHEREAS the undersigned desires to set out in writing the matters described below;
WHEREAS this document has been prepared with reference to the laws of Ontario, Canada;
NOW, THEREFORE, the following provisions shall apply:
October 23, 2026
In plain language: the founders of Example AI Inc agree on who owns what share of the company (Jordan Miller and Alex Morgan), what each founder does, how decisions are made, and what happens if a founder leaves. All work created for the company belongs to the company.
ARTICLE 1 — THE PARTIES
The founders of Example AI Inc (the "Company") are:
(a) Jordan Miller (a "Founder"); and
(b) Alex Morgan (a "Founder");
Each Founder is referred to individually as a "Founder" and together as the "Founders".
ARTICLE 2 — THE COMPANY
The Founders are working together to build and operate Example AI Inc. The Founders intend to formalize the Company's legal structure (for example, by incorporating) and will sign any further documents needed to give effect to this agreement.
ARTICLE 3 — SHARE OWNERSHIP
As of the date above, the Founders own the Company in the following proportions (the "Shares"):
Jordan Miller — 55% of issued shares — Role: CEO — product, fundraising, operations
Alex Morgan — 45% of issued shares — Role: CTO — engineering, architecture, hiring
The Founders confirm these percentages reflect their entire ownership understanding. New share issuances require approval under Section 8.
ARTICLE 4 — ROLES AND RESPONSIBILITIES
Each Founder will devote their best efforts to the Company in the role noted above. Major changes to a Founder's role require the agreement of the Founders under Section 8.
ARTICLE 5 — VESTING
Each Founder's Shares vest over four (4) years from the date of this agreement, with a one (1) year cliff: no Shares vest before the first anniversary of this agreement; on that anniversary, twenty-five percent (25%) of each Founder's Shares vest, and the remaining seventy-five percent (75%) vest in equal monthly instalments over the following thirty-six (36) months, provided the Founder remains actively involved with the Company. If a Founder leaves before the cliff, none of that Founder's Shares vest and they are forfeited to the Company.
ARTICLE 6 — INTELLECTUAL PROPERTY ASSIGNMENT
Each Founder assigns to the Company all right, title and interest in any work product, inventions, code, designs, documents and other intellectual property the Founder creates for or in connection with the Company, whether created before or after the date of this agreement. Each Founder will sign any further documents reasonably needed to give effect to this assignment.
ARTICLE 7 — NON-COMPETITION
While a Founder is involved with the Company and for twelve (12) months after leaving, the Founder will not, directly or indirectly, engage in a business that competes with the Company's business in Ontario without the Company's written consent. The Founders agree this restraint is reasonable in scope and duration to protect the Company's legitimate business interests.
ARTICLE 8 — DECISION-MAKING
Key decisions of the Company — including issuing new shares, taking on material debt, selling material assets, changing the business direction, or admitting a new founder — require the unanimous written consent of all Founders. Day-to-day operational decisions may be made by the Founder responsible for that area.
ARTICLE 9 — LEAVER PROVISIONS
If a Founder leaves the Company (a "Departing Founder"):
(a) any unvested Shares are immediately forfeited to the Company at no cost;
(b) the Company may, within ninety (90) days, elect to repurchase the Departing Founder's vested Shares at fair market value as agreed by the Founders or, failing agreement, as determined by an independent valuator;
(c) the Departing Founder will cooperate in transferring the Shares and resigning any offices; and
(d) confidentiality and intellectual-property obligations survive departure.
ARTICLE 10 — CONFIDENTIALITY
Each Founder will keep the Company's non-public business information confidential and use it only for the Company's business, during and after their involvement with the Company.
ARTICLE 11 — GOVERNING LAW
This agreement is governed by the laws of Ontario and the federal laws of Canada applicable there. The Founders submit to the courts of Ontario for any dispute under this agreement.
ARTICLE 12 — GENERAL
This document is the entire agreement among the Founders about the matters it covers and may be signed in counterparts (including electronic copies).
SIGNATURES
Founder: ___________________________ Date: _______________
Jordan Miller
Founder: ___________________________ Date: _______________
Alex Morgan
IMPORTANT: This is a template, not legal advice. Founder ownership, vesting and tax consequences depend on your facts and on how the Company is legally structured. Have this agreement reviewed by a licensed lawyer in Ontario before signing.
IN WITNESS WHEREOF, the undersigned has duly executed this document as of the date first written above.
Executed by:
Signature: ___________________________ Date: _______________
Printed name:
WITNESS
Signature: ___________________________ Date: _______________
Printed name:
This document is a self-help template and does not constitute legal advice. Independent legal advice from a licensed lawyer in Ontario is recommended before reliance.
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