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General Provisions

Last stretch. Knock out these final questions, then review and green-light your agreement.

Defining this now avoids having to agree on a process in the middle of a conflict, when emotions are running high.
How should disputes among cofounders be resolved?
Typically this should match the state where the company is incorporated.
Which state's laws will govern this agreement?
  • Alabama
  • Alaska
  • Arizona
  • Arkansas
  • California
  • Colorado
  • Connecticut
  • Delaware
  • Florida
  • Georgia
  • Hawaii
  • Idaho
  • Illinois
  • Indiana
  • Iowa
  • Kansas
  • Kentucky
  • Louisiana
  • Maine
  • Maryland
  • Massachusetts
  • Michigan
  • Minnesota
  • Mississippi
  • Missouri
  • Montana
  • Nebraska
  • Nevada
  • New Hampshire
  • New Jersey
  • New Mexico
  • New York
  • North Carolina
  • North Dakota
  • Ohio
  • Oklahoma
  • Oregon
  • Pennsylvania
  • Rhode Island
  • South Carolina
  • South Dakota
  • Tennessee
  • Texas
  • Utah
  • Vermont
  • Virginia
  • Washington
  • West Virginia
  • Wisconsin
  • Wyoming
  • District of Columbia
This prevents any single cofounder from unilaterally changing the terms of the agreement.
How can this agreement be amended or modified?
Regular reviews keep the agreement relevant as the company evolves. Every 12 months is a common default.
How often, in months, should this agreement be reviewed by the cofounders?
This acknowledgment binds all cofounders to the review cadence you just selected.
Acknowledge periodic review of this agreement

I acknowledge that this Agreement shall be reviewed at the agreed frequency to ensure it remains current and effective.

Material changes — like a pivot, new investor, or cofounder role shift — are a good trigger for re-evaluating the agreement.
Acknowledge the right to request review on material changes

I acknowledge that any Cofounder may request a review of this Agreement in the event of material changes in circumstances affecting the Company or the Cofounder's role. Any amendments proposed pursuant to such review shall become effective only if approved and executed in writing according to the amendment process set forth in this Agreement.

This clause ensures prior handshake deals or verbal agreements are superseded by this formal document.
Acknowledge this agreement supersedes all prior understandings

I acknowledge that this Agreement constitutes the entire agreement between the Cofounders regarding the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

This standard clause ensures a single unenforceable provision doesn't invalidate the entire agreement.
Acknowledge severability of individual provisions

I acknowledge that if any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Important: This document is a starting point and should be reviewed by a qualified attorney before signing. Laws vary by jurisdiction, and this agreement may not cover all scenarios relevant to your specific situation.
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