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This Founder Agreement (this “Agreement”) is entered into as of the date set forth on
the signature page hereto (the “Effective Date”), by and between Founder Institute,
Incorporated, a Delaware corporation (“FII”), and the individual whose name is listed on the
signature pages hereto (“Founder”).
1. FII Program Participation. During the time in which Founder is enrolled in the
FII program (the “Semester”), Founder will be eligible to receive:
E. Form at least one company during the Semester that uses basic corporate
documents consistent with the materials provided by FII or otherwise approved by FII (a
“Founder Company”);
G. Pay FII a one-time fee for course administration and materials in the
amount specified on the signature page hereto;
H. Pay FII a one-time tuition fee of $4,500 for the first Founder Company
founded by Founder that receives debt or equity financing in the aggregate gross amount of at
least $50,000 (excluding any funds contributed by Founder or any other FII participant that co-
founds such company) within eighteen (18) months of the date of the last session of the
Semester;
I. Notify FII of intent to leave the program by no later than thirty (30) days
before the last session of the Semester;
3. Bonus Pool. FII may, at its sole discretion, select any Founder Company formed
during the Semester by an FII program participant attending sessions at the same location as
Founder to participate in the Bonus Pool (each an “Eligible Company”). All Warrants granted
to FII by the Eligible Companies shall be collectively referred to as the “Bonus Pool.” Founder
shall be eligible to participate in the Bonus Pool by contributing a Warrant from an Eligible
Company to the Bonus Pool, subject to the terms below:
A. Any proceeds actually received by FII resulting from the sale of the
Warrants in the Bonus Pool or the sale of any securities underlying such Warrants shall be
referred to as “Bonus Proceeds.”
B. FII will set aside thirty percent (30%) of all Bonus Proceeds received
within ten (10) years of the start of the Semester from the Bonus Pool (the “Available Bonus
Proceeds”) for the Eligible Participants (as defined below).
D. Each FII participant that forms, either alone or in conjunction with others,
an Eligible Company that contributes a Warrant to the Bonus Pool (an “Eligible Participant”)
shall receive a Bonus Pool Share or pro rata portion thereof based on the number of Eligible
Participants forming such Eligible Company. For instance, if two (2) Eligible Participants form
one (1) Eligible Company that contributes a Warrant to the Bonus Pool, then each such Eligible
Participants will be entitled to one-half (0.5) of a Bonus Pool Share.
H. The exercise or sale of any Warrant and/or the sale of any securities
received upon exercise of a Warrant shall be in FII’s sole discretion.
4. Confidentiality.
B. Nonuse and Nondisclosure. During and after the term of this Agreement,
Founder will hold in the strictest confidence, and take all reasonable precautions to prevent any
unauthorized use or disclosure of Confidential Information, and Founder will not (i) use the
Confidential Information for any purpose whatsoever other than as necessary for Founder’s
participation in the FII program, or (ii) disclose the Confidential Information to any third party
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without the prior written consent of an authorized representative of the Disclosing Party. Founder
may disclose Confidential Information to the extent compelled by applicable law; provided
however, prior to such disclosure, Founder shall provide prior written notice to such Disclosing
Party and seek a protective order or such similar confidential protection as may be available
under applicable law. Founder agrees that no ownership of Confidential Information is conveyed
to Founder by any Disclosing Party. Each Disclosing Party (other than FII) is an express third
party beneficiary of this Section 4.B. Founder agrees that Founder’s obligations under this
Section 4.B shall continue after the termination of this Agreement.
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had Founder’s participation in the Bonus Pool not been terminated will be allocated to FII. No
refunds will be given to Founder upon any termination.
7. Miscellaneous.
A. Term. The term of this Agreement will begin on the Effective Date of this
Agreement and will continue until the date that is ten (10) years from the start of the Semester or
Founder’s earlier termination from the FII program or, if applicable, the Bonus Pool. Sections
2.F, 2.H, 2.J, 4, 6.A and 7 shall survive any termination of this Agreement.
C. Binding Arbitration. The parties agree that any dispute arising out of or in
connection with this Agreement shall be resolved solely and exclusively by confidential binding
arbitration with the San Jose, California branch of JAMS (“JAMS”) to be governed by JAMS’
Commercial Rules of Arbitration applicable at the time of the commencement of the arbitration
(the “JAMS Rules”) and heard before one arbitrator. The parties shall attempt to mutually select
the arbitrator. In the event they are unable to mutually agree, the arbitrator shall be selected by
the procedures prescribed by the JAMS Rules. The prevailing party will be entitled to
reasonable attorneys’ fees, in addition to any other relief to which that party may be entitled.
E. Entire Agreement. This Agreement and the Terms of Use of the FII
website constitute the entire agreement and understanding between the parties with respect to the
subject matter herein and supersedes all prior written and oral agreements, discussions, or
representations between the parties. To the extent any terms set forth in any exhibit or schedule
conflict with the terms set forth in this Agreement, the terms of this Agreement shall control
unless otherwise expressly agreed by the parties in such exhibit or schedule.
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effective unless in a writing signed by the parties. Waiver by FII of a breach of any provision of
this Agreement will not operate as a waiver of any other or subsequent breach.
I. Promotional Materials. FII may use Founder's name, likeness, image and
quotes, and the names of any company formed by Founder during the Semester, in promotional
materials, including press releases, presentations and customer references regarding the FII
program.
J. Reservation of Rights. FII reserves the right to change the terms and
conditions of Founder’s participation in the FII program and the Bonus Pool at any time and
from time to time provided that such change shall be of general applicability to all participants
enrolled in the FII program during the Semester in the same location as Founder.
K. Conflict. In case of any conflict between this Agreement and FII’s Terms
of Use or Privacy Policy, the terms of this Agreement shall govern.
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IN WITNESS WHEREOF, the undersigned have executed this Founder Agreement as of
________________ __, 20__.
By:
Title: CEO .
FOUNDER
By:
Name:
Title:
Email:
Fax:
Phone:
Address:
EXHIBIT A
Form of Warrant
EXHIBIT B