FOUNDER’S AGREEMENT.

FOUNDER’S AGREEMENT.

WHEREAS, the undersigned persons (hereinafter referred to as “Founders”) are collaborating as a team for the development and operation of the Ghana Connect e-commerce platform. This Agreement sets out the business concept and service substantially described in the Clause 2 “Scope”.

NOW THEREOF, in consideration of the mutual covenants and promises made by the Parties hereto, the Parties covenant and agree as follows:

  • TERM.

The initial term of this Agreement shall be indefinite commencing on the Effective Date herein. In the event of a Founder’s disability, or inability to make decisions regarding to the business concept covered herein, or in the unfortunate event of the death of a Founder, their next of kin shall replace them.

  • SCOPE.
    1. The Founders each and collectively developed and/or financed the developed, launch and operation of the Ghana Connect App, platform and website.
    2. Founders’ obligations:
  1. ___________________________________________________________________.
  2. ___________________________________________________________________.
  3. ___________________________________________________________________.
  1. Capital contribution– each Founder contributed such amount as described below;
  1. _____________________________________________________
  2. _____________________________________________________
  3. _____________________________________________________
  4. _____________________________________________________
  • EQUITY DISTRIBUTION AND VESTING.
    1. Subject to Clause 2.3 above, Shares shall be issued to the Founders according to the distribution chart below;
Founder’s Name Equity percentage.
  1. Vesting-equity to be issued pursuant to Clause 3.1 shall vest to each Founder over _____ years for vesting. 
  2. Restriction– Founders shall not transfer and/or pledge any shares, ownership or their entitlement under this Agreement without prior unanimous written consent of all the other Founders.
  • NON-SOLICITATION/NON-COMPETE.
      1. The Founders shall not, during the term of this Agreement and/or upon the termination/cancellation thereof, solicit, negotiate, and contact directly or indirectly, any App and/or market place users and vendors with the aim of conducting business with them away from the App and marketplace. This includes not having a similar App and/or marketplace on the side that they operate while still engaged with the rest of the Founders in the business concept covered under this Agreement.
      2. The Founders shall not, during the term of this Agreement and/or after the termination/cancellation of the Agreement, by incitement encourage the App users, vendors, associates and/or employees to terminate their obligations on the App and/or marketplace.
      3. The Founders shall not, during the term of this Agreement and/or ____ months upon ceasing to be a Founder, develop a similar App/platform and/or finance the development of a similar App/platform.
  • MODIFICATION.

This Agreement contains the entire Agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof.  No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

  • GOVERNING LAW/JURISDICTION.

This Agreement shall be governed by and construed in accordance with the laws of the republic of Ghana. Exclusive jurisdiction and venue shall be in the republic of Ghana.

  • REPRESENTATION AND WARRANTIES.

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the Effective Date.

            NAME                                       SIGNATURE                                   DATE

  1. _____________________       ______________________            _______________
  2. _____________________       ______________________            _______________
  3. _____________________       ______________________            _______________
  4. _____________________       ______________________            _______________
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