Template · 25 min read

Co-Founder Agreement for Indian Startups: Clauses and Template (2026)

iPleaders Free Beginner India

This is the checklist and the template in one, written for Indian Pvt Ltd reality, not a US Delaware copy-paste. It walks all nine load-bearing clauses (equity split, 4-year vest with 1-year cliff, good/bad leaver buy-back, roles, reserved matters and deadlock, IP assignment of pre-incorporation work, exit, dispute resolution) and gives a 16-clause template skeleton. Two India-specific traps it flags will save you a real fight: post-exit non-competes are void under Section 27 of the Contract Act, and any share-related term only binds the company once it is mirrored into your Articles of Association (per V.B. Rangaraj v. V.B. Gopalakrishnan).

  • Nine essential clauses plus a full template skeleton you can adapt: equity, vesting, leaver mechanics, roles, deadlock, IP, confidentiality, exit, arbitration
  • Post-termination non-compete clauses are unenforceable in India under Section 27, so lean on in-term restrictions and non-solicit instead
  • Vesting and buy-back terms bind the company only when written into the Articles of Association, not just the founders' side letter
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It answers 7 questions

  1. What should go in a co-founder agreement, and when do we actually sign it?
  2. What is a founders' agreement and what must it actually cover?
  3. One co-founder wrote most of the code before we incorporated. Who owns that IP, and how do we make sure the company does?
  4. How do we handle conflict as co-founders before it becomes a breakup?
  5. Do I really need a lawyer and a formal shareholders agreement, or is a signed founders agreement on paper enough for now?
  6. How do I bring on a co-founder who's still at a job or in college without getting burned?
  7. How do I structure a startup when I have a non-technical co-founder and a technical one, so the entity and equity reflect real ownership?

Read with it

  1. The single clearest explanation of the two documents Indian founders confuse: the founders' agreement (equity, vesting, roles,... EquityList Article · 15 min read Founders' Agreement: Definition, Key Clauses, and Template for Indian Startups EquityList
  2. Concrete proof that the absence of a written agreement is what turns a friendship into a lawsuit. The Zipcar story (a casual... Vestd Article · 12 min read Startup horror stories: when co-founders fall out Vestd
  3. This is a ready-to-fill IP assignment and confidentiality agreement hosted on the government's own Startup India portal, so it... Startup India (startupindia.gov.in) Template · 6-page fillable template Confidentiality and Intellectual Property Assignment Agreement Template (India) Startup India (Invest India)
  4. This is the tool for the exact fight you are having: it scores each founder across Idea, Business Plan, Domain Expertise, and... Carnegie Mellon University Tool · 15 min read The Founders' Pie Calculator Frank Demmler
  5. YC's counterpoint is worth hearing precisely because it pushes back on being stingy: if this person is a real co-founder doing... Y Combinator Article · 10 min read How to Split Equity Among Co-Founders Y Combinator
  6. This is the guide for the check-in itself: what to actually say when you sit down. Perel names the three things co-founder... First Round Review Article · 20 min read How to Fix the Co-Founder Fights You're Sick of Having: Lessons from Couples Therapist Esther Perel Esther Perel (via First Round Review)
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