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Co-Founding A Startup? Make Sure Your Partnership Agreement Covers These 12 Key Points

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By Richard D. Harroch

When you start a new business with partners or co-founders, there are a number of key issues to address in a formal partnership agreement or co-founder agreement. Discussing and addressing these issues at the beginning can avoid problems and conflicts later on, and it can help ensure that all parties are in alignment about how the business will be operated.

As a preliminary matter, the business should not be started as a general partnership, as that can result in liability of the partners for the debts and obligations of the business. It usually makes more sense to start a new business as a corporation or a Limited Liability Company (LLC). (See LLC vs. Corporation: Choosing the Best Structure for Your Startup.) My personal preference is to avoid an LLC and start the business as a corporation.

Here is a list of key issues to address in your agreement:

1. Capital Contribution. How much money or property will be put up by each founder at the start of the business? Will one founder provide services instead? Will the contribution be a capital contribution or a loan to the business? What happens if the business needs more money to operate down the line—is each founder obligated to put up to a certain dollar amount?

2. Percentage Ownership of the Business. What percentage of the business will each founder own at the outset? Percentage ownership does not have to be equal, and one founder who comes up with the idea for the business or the bulk of the capital will often expect to get 50% or more. The percentage ownership could change over time as new capital is invested into the business, either by the founders or outside investors. What percentage ownership approval of the founders will be necessary to allow new capital contributions by the founders or new investors? Should the founders’ stock be subject to vesting based on continuing participation of the business for some period of time? Without vesting, a founder could leave right away and still own all of their shares, which may be acceptable if that is the business deal among the founders, especially if a founder paid cash for their shares. 

The parties should also consider reserving 10% to 20% of the stock to be granted to future employees, especially in the case of tech companies trying to attract and incentivize employees.

3. Intellectual Property. You will want to make sure that if any founder is bringing intellectual property to the business (such as inventions, patents, business plan, business concept, code, etc.), that it is properly transferred to the company and owned solely by the company. And as a prudent matter, all founders, employees, and independent contractors should sign a Confidentiality and Investment Assignment Agreement for the benefit of the company. (See Key Issues with Confidentiality and Invention Assignment Agreements with Employees.) This will ensure that any intellectual property developed by company employees and contractors working for the company will in fact be owned by the company. Any future venture capital investors will be particular mindful of this.

4. Titles and Roles. What are the titles and roles of the founders? Typical officer titles are Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, Chief Marketing Officer, and Chief Strategy Officer. Is the role of each founder part time or full time? Specificity is important here. You don’t want one partner expecting to work 10 hours a week and the other partners thinking he or she would be working 50 hours a week. And who will be on the Board of Directors of the company? And how can roles be changed over time? Should the founders have employment agreements setting forth the terms of their employment and how they can be terminated from employment, with severance benefits spelled out?

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5. Compensation to the Founders. What salary and benefits will each founder be entitled to for their role in the business? Will that be payable currently or deferred until the business is past the early stages, so as to preserve capital?

6. Decision-Making for Key Matters. How will key decisions be made and with what approval of the founders/shareholders? How will day-to-day decisions be made (the CEO is typically authorized to make day-to-day business decisions). Major matters may require approval of 51% or 75% in interest of the founders or shareholders. Major matters could include taking on new capital/investors, selling the business, changing the bylaws or charter documents, taking on substantial debt, change in the number of directors, etc.

7. Withdrawal from the Business. What happens if a founder no longer wishes to be active in the business and wants to pursue other activities or retire? Will the company have the right to buy back his or her shares, and at what price? Will there be some restriction on competing with the business after withdrawal (this gets tricky as some states don’t allow non-compete clauses)? What happens if a founder dies? (The estate would typically inherit their shares).

8. Distributions or Dividends. If the business becomes profitable, how are distributions or dividends to be determined? This is typically left up to the Board of Directors of the company. It may make more sense to keep the profits and reinvest in the business rather than issue dividends.

9. Transfers of Stock. What restrictions will there be on a transfer of a founder’s stock to a third party? Will the other founders have a right of first refusal on transfer of that stock?

10. Dissolution or Sale of the Business. The agreement should prescribe what steps should be taken to legally dissolve or sell the business. What percentage ownership vote will be required?

11. Amendments to the Agreement. What type of vote is necessary to change the founder agreement? Some changes may only require a majority vote and some may require a unanimous vote. 

12. Dispute Resolution. How will disputes be handled by the parties? My personal preference is to require confidential binding arbitration between the parties before one arbitrator. This can avoid lengthy and costly litigation that becomes a matter of public record.

A solid co-founder agreement helps you avoid future problems

A well-thought-out co-founder agreement spells out the roles, responsibilities, and rights of the founders of a startup business. The agreement can be the key to avoiding misunderstandings and provide for a manageable dispute resolution process. You can’t just get a “template form” online and plug in names. You have to write it with your specific situation in mind, with the help of a startup lawyer or credible online legal assistance service.

Copyright © by Richard D. Harroch. All Rights Reserved.

About the Author

Richard D. Harroch is a Managing Director and Global Head of M&A at VantagePoint Capital Partners, a venture capital fund in the San Francisco area. See all his articles and full bio on AllBusiness.com.

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8 Ways You Can Save Yourself and Others From Being Scammed

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Opinions expressed by Entrepreneur contributors are their own.

Statistics on the number of scam websites that litter the internet are disturbing. During 2020, Google registered more than 2 million phishing websites alone. That means more than 5,000 new phishing sites popped up every day — not to mention the ones that avoided Google’s detection. In 2021, the U.S. Federal Bureau of Investigation (FBI) reported nearly $7 billion in losses from cybercrime that is perpetrated through these sites.

What exactly are scam websites? Scam websites refer to any illegitimate website that is used to deceive users into fraud or malicious attacks. Many scammers operate these fake websites and will download viruses onto your computer or steal passwords or other personal information.

Reporting these sites as they are encountered is an important part of fighting back. In other words, if you see something, say something. Keeping quiet, even if you avoid falling prey, allows the scammers to aim at another target.

Perhaps you’ve received a suspicious link in an email? Or maybe a strange text message that you haven’t clicked on. Fortunately, there are many organizations out there that have launched efforts aimed at reducing the threat that they pose. In general, these organizations put scam websites on the radar by collecting and sharing information about them. In some cases, they prompt an investigation into the scammers behind the sites.

Related: Learn How to Protect Your Business From Cybercrime

It’s free to report a suspicious website you’ve encountered, and it takes just a minute. Here are eight ways you can report a suspected scam website to stop cyber criminals and protect yourself and others online.

1. The Internet Crime Complaint Center

The IC3, as it is known, is an office of the FBI that receives complaints from those who have been the victims of internet-related crime. The IC3 defines the internet crimes that it addresses to include illegal activity involving websites. Complaints filed with the IC3 are reviewed and researched by trained FBI analysts.

2. Cybersecurity and Infrastructure Security Agency

CISA, which is an agency of the U.S. Department of Homeland Security, targets a wide range of malicious cyber activity. It specifically requests reports on phishing activity utilizing fraudulent websites. Information provided to CISA is shared with the Anti-Phishing Working Group, a non-profit focused on reducing the impact of phishing-related fraud around the world.

3. econsumer.gov

The econsumer.gov site, run by the International Consumer Protection and Enforcement Network, is for reporting international scams. It is supported by consumer protection agencies and related offices in more than 65 countries. A secure version of their site is used by law enforcement agencies to share info on scams.

4. Google Safe Browsing

While Google does not have a mechanism for reporting all varieties of website scams, there is a form for reporting sites that are suspected of being used to carry out phishing. Reports made via the form are managed by Google’s Safe Browsing team. Google’s Transparency Report provides information on the sites that it has determined to be “currently dangerous to visit.”

Related: Is That Instagram Email a Phishing Attack? Now You Can Find Out.

5. PhishTank

This service was founded by Cisco Talos Intelligence Group to “pour sunshine on some of the dark alleys of the Internet.” Phishtank includes an ever-growing list of URLs reported as being involved in phishing scams. To date, it has received more than 7.5 million reports of potential phishing sites. It says that more than 100,000 of the sites are still online.

Related: 6 Ways Better Business Bureau Accreditation Can Boost Your Business

6. Antivirus Apps

Antivirus providers such as Norton, Kaspersky, and McAfee have forms that can be used to identify pages that users feel should be blocked. Scam sites would definitely fall under that category. With some antivirus platforms, reporting forms can only be accessed by registered users. Norton’s is open to anyone.

7. Web host

There is a chance that the DNS service hosting the scam site will take action to shut it down. There are a variety of online resources that can help you to find the DNS of a particular site. Once you identify it, send a message to their customer service reporting the site in question and the experience that you had.

8. Share your experience on social media

This is actually more like sounding an alarm than filing a report, but it might protect one of your connections who stumbles upon the same site or is targeted by the same type of scam. At the very least, it could draw attention to the fact that scam sites affect real people. A post on Facebook about a close call you had with a scam might better equip your network to avoid any dangerous entanglements. If it does, they’ll thank you.

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LastPass hacked, OpenAI opens access to ChatGPT, and Kanye gets suspended from Twitter (again) • TechCrunch

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Aaaaand we’re back! With our Thanksgiving mini-hiatus behind us, it’s time for another edition of Week in Review — the newsletter where we quickly wrap up the most read TechCrunch stories from the past seven(ish) days. No matter how busy you are, it should give you a pretty good idea of what people were talking about in tech this week.

Want it in your inbox every Saturday morning? Sign up here.

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Instafest goes instaviral: You’ve probably been to a great music festival before. But have you been to one made just for you? Probably not. Instafest, a web app that went super viral this week, helps you daydream about what that festival might look like. Sign in with your Spotify credentials and it’ll generate a promo poster for a pretend festival based on your listening habits.

LastPass breached (again): “Password manager LastPass said it’s investigating a security incident after its systems were compromised for the second time this year,” writes Zack Whittaker. Investigations are still underway, which unfortunately means it’s not super clear what (and whose) data might’ve been accessed.

ChatGPT opens up: This week, OpenAI widely opened up access to ChatGPT, which lets you interact with their new language-generation AI through a simple chat-style interface. In other words, it lets you generate (sometimes scarily well-written) passages of text by chatting with a robot. Darrell used it to instantly write the Pokémon cheat sheet he’s always wanted.

AWS re:Invents: This week, Amazon Web Services hosted its annual re:Invent conference, where the company shows off what’s next for the cloud computing platform that powers a massive chunk of the internet. This year’s highlights? A low-code tool for serverless apps, a pledge to give AWS customers control over where in the world their data is stored (to help navigate increasingly complicated government policies), and a tool to run “city-sized simulations” in the cloud.

Twitter suspends Kanye (again): “Elon Musk has suspended Kanye West’s (aka Ye) Twitter account after the latter posted antisemitic tweets and violated the platform’s rules,” writes Ivan Mehta.

Spotify Wraps it up: Each year in December, Spotify ships “Wrapped” — an interactive feature that takes your Spotify listening data for the year and presents it in a super visual way. This year it’s got the straightforward stuff like how many minutes you streamed, but it’s also branching out with ideas like “listening personalities” — a Myers-Briggs-inspired system that puts each user into one of 16 camps, like “the Adventurer” or “the Replayer.”

DoorDash layoffs: I was hoping to go a week without a layoffs story cracking the list. Alas, DoorDash confirmed this week that it’s laying off 1,250 people, with CEO Tony Xu explaining that they hired too quickly during the pandemic.

Salesforce co-CEO steps down: “In one week last December, [Bret Taylor] was named board chair at Twitter and co-CEO at Salesforce,” writes Ron Miller. “One year later, he doesn’t have either job.” Taylor says he has “decided to return to [his] entrepreneurial roots.”

audio roundup

I expected things to be a little quiet in TC Podcast land last week because of the holiday, but we somehow still had great shows! Ron Miller and Rita Liao joined Darrell Etherington on The TechCrunch Podcast to talk about the departure of Salesforce’s co-CEO and China’s “great wall of porn”; Team Chain Reaction shared an interview with Nikil Viswanathan, CEO of web3 development platform Alchemy; and the ever-lovely Equity crew talked about everything from Sam Bankman-Fried’s wild interview at DealBook to why all three of the co-founders at financing startup Pipe stepped down simultaneously.

TechCrunch+

What lies behind the TC+ members-only paywall? Here’s what TC+ members were reading most this week:

Lessons for raising $10M without giving up a board seat: Reclaim.ai has raised $10 million over the last two years, all “without giving up a single board seat.” How? Reclaim.ai co-founder Henry Shapiro shares his insights.

Consultants are the new nontraditional VC: “Why are so many consultant-led venture capital funds launching now?” asks Rebecca Szkutak.

Fundraising in times of greater VC scrutiny: “Founders may be discouraged in this environment, but they need to remember that they have ‘currency,’ too,” writes DocSend co-founder and former CEO Russ Heddleston.

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Building global, scalable metaverse applications

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Previously we talked about the trillion-dollar infrastructure opportunity that comes with building the metaverse — and it is indeed very large. But what about the applications that will run on top of this new infrastructure?

Metaverse applications will be very different from the traditional web or mobile apps that we are used to today. For one, they will be much more immersive and interactive, blurring the lines between the virtual and physical worlds. And because of the distributed nature of the metaverse, they will also need to be able to scale globally — something that has never been done before at this level.

In this article, we will take a developer’s perspective and explore what it will take to build global, scalable metaverse applications.

As you are aware, the metaverse will work very differently from the web or mobile apps we have today. For one, it is distributed, meaning there is no central server that controls everything. This has a number of implications for developers:

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  • They will need to be able to deal with data that is spread out across many different servers (or “nodes”) in a decentralized manner.
  • They will need to be able to deal with users that are also spread out across many different servers.
  • They will need to be able to deal with the fact that each user may have a different experience of the metaverse, based on their location and the devices they are using due to the fact not everyone has the same tech setup, and this plays a pivotal role in how the metaverse is experienced by each user.

These challenges are not insurmountable, but they do require a different way of thinking about application development. Let’s take a closer look at each one.

Data control and manipulation

In a traditional web or mobile app, all the data is stored on a central server. This makes it easy for developers to query and manipulate that data because everything is in one place.

In a distributed metaverse, however, data is spread out across many different servers. This means that developers will need to find new ways to query and manipulate data that is not centrally located.

One way to do this is through the blockchain itself. This distributed ledger, as you know, is spread out across many different servers and allows developers to query and manipulate data in a decentralized manner.

Another way to deal with the challenge of data is through what is known as “content delivery networks” (CDNs). These are networks of servers that are designed to deliver content to users in a fast and efficient manner.

CDNs are often used to deliver web content, but they can also be used to deliver metaverse content. This is because CDNs are designed to deal with large amounts of data that need to be delivered quickly and efficiently — something that is essential for metaverse applications.

Users and devices

Another challenge that developers will need to face is the fact that users and devices are also spread out across many different servers. This means that developers will need to find ways to deliver content to users in a way that is efficient and effective.

One way to do this is through the use of “mirrors.” Mirrors are copies of the content that are stored on different servers. When a user requests content, they are redirected to the nearest mirror, which helps to improve performance and reduce latency.

When a user’s device is not able to connect to the server that is hosting the content, another way to deliver content is through “proxies.” Proxies are servers that act on behalf of the user’s device and fetch the content from the server that is hosting it.

This can be done in a number of ways, but one common way is through the use of a “reverse proxy.” In this case, the proxy server is located between the user’s device and the server that is hosting the content. The proxy fetches the content from the server and then delivers it to the user’s device.

Location and devices

As we mentioned before, each user’s experience of the metaverse will be different based on their location and the devices they are using. This is because not everyone has the same tech setup, and this plays a pivotal role in how the metaverse is experienced by each user.

For example, someone who is using a virtual reality headset will have a completely different experience than someone who is just using a desktop computer. And someone who is located in Europe will have a different experience than someone who is located in Asia.

Though it may not be obvious why geographical location would play a part in something that is meant to be boundless, think of it this way. The internet is a physical infrastructure that is spread out across the world. And although the metaverse is not bound by the same physical limitations, it still relies on this infrastructure to function.

This means that developers will need to take into account the different geographical locations of their users and devices and design their applications accordingly. They will need to be able to deliver content quickly and efficiently to users all over the world, regardless of their location.

Different geographical locations also have different laws and regulations. This is something that developers will need to be aware of when designing applications for the metaverse. They will need to make sure that their applications are compliant with all applicable laws and regulations.

Application development

Now that we’ve looked at some of the challenges that developers will need to face, let’s take a look at how they can develop metaverse applications. Since the metaverse is virtual, the type of development that is required is different from traditional application development.

The first thing that developers will need to do is to create a “space”. A space is a virtual environment that is used to host applications.

Spaces are created using a variety of different tools, but the most popular tool currently is Unity, a game engine used to create 3D environments.

Once a space has been created, developers will need to populate it with content. This content can be anything from 3D models to audio files.

The next step is to publish the space. This means that the space will be made available to other users, who will be able to access the space through a variety of different devices, including desktop computers, laptops, tablets, and smartphones.

Finally, developers will need to promote their space. This means that they will need to market their space to users.

Getting applications to scale

Since web 3.0 is decentralized, scalability is usually the biggest challenge because traditional servers are almost impossible to use. IPFS is one solution that can help with this problem.

IPFS is a distributed file system used to store and share files. IPFS is similar to BitTorrent, but it is designed to be used for file storage rather than file sharing.

IPFS is a peer-to-peer system, which means that there is no central server. This makes IPFS very scalable because there is no single point of failure.

To use IPFS, developers will need to install it on their computer and add their space to the network. Then, other users will be able to access it.

The bottom line on building global, scalable metaverse applications

To finish off, the technology to build scalable metaverse applications already exists; but a lot of creativity is still required to make it all work together in a user-friendly way. The key is to keep the following concepts in mind:

  • The metaverse is global and decentralized
  • Users will access the metaverse through a variety of devices
  • Location and device management are important
  • Application development is different from traditional development
  • Scalability is a challenge, but IPFS can help

Clearly, we can’t have an article series about building the metaverse without discussing NFTs. In fact, these might be the key to making a global, decentralized, metaverse work. In our next article, we will explore how NFTs can be used in the metaverse.

By keeping these concepts in mind, developers will be able to create metaverse applications that are both user-friendly and scalable.

Daniel Saito is CEO and cofounder of StrongNode

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