Founders' Agreement
The single most critical document for any co-founded startup. A well-drafted founders' agreement prevents the majority of co-founder disputes by establishing complete clarity on equity, roles, decision-making authority and what happens when someone exits early.
- Equity distribution and initial cap table documentation
- Vesting schedule — time-based, milestone-based or hybrid
- Role and responsibility definition for each founder
- IP assignment from each founder to the company (critical for fundraising)
- Non-compete and non-solicitation obligations
- Dispute resolution mechanism — internal and external
- Good leaver / Bad leaver definitions and consequences
- Decision-making thresholds — day-to-day vs strategic decisions
Reverse Vesting Agreement
Protects the company from the risk of a co-founder departing early while retaining a disproportionate equity stake. Reverse vesting ensures founder shares are earned progressively — aligned with continued contribution to the company's success.
- Custom vesting schedule design (typically 4 years with 1-year cliff)
- Accelerated vesting triggers for defined scenarios
- Good leaver / Bad leaver buyback price formulas
- Integration with founders' agreement and shareholder rights
- Board approval resolution and ROC documentation
Shareholders' Agreement (SHA)
Governs the rights and obligations of all shareholders — founders, investors and ESOP holders. This document is essential before any external investment and forms the constitutional backbone of your company's governance post-funding.
- Pre-emptive rights and right of first refusal (ROFR) on share transfers
- Tag-along rights for minority shareholders
- Drag-along rights for majority shareholders
- Anti-dilution protection (broad-based weighted average)
- Board composition rights and affirmative voting matters
- Information rights and periodic reporting obligations
- Lock-up periods and transfer restrictions
- Exit provisions — IPO, strategic sale and buyback triggers
Share Purchase Agreement (SPA)
The primary legal document for investment transactions — whether a seed round, Series A or secondary share purchase. A robust SPA defines the terms of the transaction with clarity on representations, warranties and the allocation of risk between parties.
- Transaction structure — primary issuance vs secondary purchase
- Conditions precedent to closing
- Comprehensive representations and warranties from all parties
- Material Adverse Change (MAC) clause
- Indemnification framework and liability caps
- Post-closing covenants and compliance obligations
- Governing law and dispute resolution (arbitration clause)
Employment Contracts & HR Documentation
Legally compliant employment agreements that protect the company's IP, confidential information and competitive position while establishing fair and unambiguous terms of employment for every hire.
- Standard employment agreement — permanent and fixed-term
- ESOP grant letters, exercise notices and lapse provisions
- Non-Disclosure Agreement (NDA) for employees and contractors
- Intellectual Property Assignment Agreement
- Non-compete and non-solicitation clauses (India-enforceable scope)
- Separation and release agreements
- Freelancer / consultant service agreement
Vendor, Client & Technology Agreements
Commercial agreements that govern your business relationships — clearly defining deliverables, payment terms, liability limits and IP ownership to prevent costly disputes with clients, vendors and technology partners.
- Master Service Agreement (MSA) with Statement of Work (SOW)
- SaaS Subscription Agreement and Terms of Service
- Technology Licensing Agreement
- Vendor and Supplier Agreement
- Website Terms & Conditions and Privacy Policy
- Data Processing Agreement (DPA) for DPDPA compliance
- Referral and Channel Partner Agreement