Definitions

Project	AI-driven Telegram Mini-app for TG media sales people
Unilateral voting	The type of decision making by which all parties must vote on same decision, otherwise the decision cannot proceed.
Majority voting	The type of decision making by which majority of parties must vote on same decision, otherwise the decision cannot proceed. As an example if there are 3 parties, then at least 2 parties must cast a vote on a decision for it to be proceeded.
Agreed Voting Method	Unilateral voting
[insert Unilateral voting or Majority voting]
Key milestone	Project starts generating $5,000 USD monthly revenue
Agreed Vesting Schedule	4 year vesting with monthly vesting intervals and 1 year cliff.

WHEREAS, the Founders (as defined below) have agreed to work on the Project.

WHEREAS, the Founders desire to set forth their understanding regarding their respective roles and responsibilities in the Project prior to the incorporation of the corporate entity in a suitable jurisdiction for the Project (the “Company”).

NOW THEREFORE, the Founders agree as follows:

1. PARTIES TO THE AGREEMENT

The following parties are collectively referred to as the “Founders”.

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2. OWNERSHIP OF THE PROJECT

2.1 Split between the Founders

The Founders shall split the ownership interests in the Company as follows:

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2.2. Fully-diluted split including team

The Founders shall also allocate 13% of the capitalization of the Company to a share option plan so that the fully diluted captable is set as follows:

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3. GENERAL COMMITMENTS OF FOUNDERS

3.1. Intellectual Property

The Founders shall transfer all of the intellectual property that belongs to the Founders and is related to the Project (the “Project IP”) to the Company once the Company is formed. The transfer of the Project IP shall be done via an industry standard IP Assignment Agreement.
The Founders shall enter into industry standard confidentiality and invention assignment agreements concerning the pre-existing Project IP and any IP generated by the Founders for the Project, such that all Project IP created by the Founders shall belong to the Company.

3.2. Tasks and Responsibilities of the Founders:

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3.3. Time commitment

It is expected that the Founders will devote the following time to the Project for at least the first 12 months:

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4. CORPORATE GOVERNANCE

4.1. Work titles

The Founders shall have the following titles in the Company:

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4.2. Board of Directors

The Company shall have a board of directors composed of the following members:

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4.3. Decision making

Each member of the board of directors shall have one vote and all decisions shall be made by Agreed Voting Method.

5. VESTING OF OWNERSHIP INTERESTS

In the event that any Founder discontinues working on the Project or discontinues to be employed by the Company for any reason, that Founder will forfeit the unvested portion of the their respective ownership interest in the Company. A Founder’s ownership interest in the Company will be subject to the Agreed Vesting Schedule.

<aside> 💡 For example, if a Founder discontinues to be employed by the Company one year after the date of this Agreement, the Founder will forfeit ½ of such Founder’s ownership interests in the Company.

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6. INCORPORATION

Until the Key Milestone is achieved, the parties agree to operate under without legal entity or a legal entity affiliated or controlled by on of the Founders’ and split proceeds proportionally to their respective shares.

Upon reach the Key Milestone, the Founders shall incorporate the Company for Project operations.

7. RULES GOVERNING SALES/TRANSFERS OF OWNERSHIP INTERESTS

If any of the Founders, (the “Selling Founder”), negotiates with a third party (“the Purchaser”) on the transfer of such Founder’s partial or entire ownership interest in the Company, the Selling Founder undertakes to promptly notify the other Founders in writing (“ROFR Notice”) about such intent. Other Founders shall have the right, but not the obligation, to within 30 days of the receipt of the ROFR Notice to purchase the ownership interests offered for sale by the Selling Founder.

A transfer of shares from a Founder to a third party must always happen simultaneously with the third party becoming also a partner in a shareholders’ agreement in effect at the time.

8. MISCELLANEOUS

No addition, amendment to or modification of this Agreement will be effective, unless it is made in writing and signed by and on behalf of the holders of the majority of the ownership interests as set forth in Section 2.
This Agreement shall be governed by English law.
This Agreement becomes effective upon the signature by all Founders and shall be binding on each Founder until the formation of the Company.
The Founders agree to enter into an industry standard shareholders’ agreement, which shall contain at least the clauses set forth in this Agreement upon the formation of the Company.
This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by e-mail in .pdf or .jpg format shall be effective as delivery of a manually executed counterpart of this Agreement.

Signatures

IN WITNESS WHEREOF, the parties have executed this Joint Venture Agreement as of the date below.

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