Cofounder agreement checklist: what to put in writing

A cofounder agreement isn't a sign of distrust. It's a record of what you agreed while you still agreed — and it's one of the first things investors will ask about.

Ownership and vesting

Write down each founder's percentage, the vesting schedule (four years with a one-year cliff is common), and whether vesting accelerates on an acquisition. Make sure the company, not individuals, holds the shares that are still unvested. Model the schedule first with the vesting calculator, then start from our cofounder agreement template.

Intellectual property

Every founder should assign the IP they create for the company — code, designs, domain names, brand — to the company itself. Unassigned IP is a common problem in due diligence and expensive to fix later.

Roles, titles, and decision rights

Record who holds which title, which decisions each person owns, how the board is composed, and how deadlocks are resolved. Revisit this as the company grows; titles that fit a team of two rarely fit a team of twenty.

Time commitment and outside work

State whether each founder is full-time, from when, and what outside work or advisory roles are allowed. Include confidentiality and, where enforceable, non-solicitation terms.

When someone leaves

Agree what happens to unvested and vested shares, whether the company can buy back shares and at what price, and how a departure is communicated to the team and investors. This is the clause you'll be most grateful for if you ever need it.

Getting it signed

Templates are a fine starting point, but have a startup lawyer in your jurisdiction review the final version. This checklist is general information, not legal advice. For the conversation that comes before the paperwork, see 20 questions to ask a potential cofounder.

The Cofounder for Startups team

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