Founders and CFOs: NDAs, founder agreements and investor deals online
Startup founders close critical contracts from day one — co-founder agreement, term sheet, NDA with investors. See how zipzipdoc speeds up every step.
Founders and CFOs: NDAs, founder agreements and investor deals online
From idea to first investment round, founders close dozens of contracts — with co-founders, first employees, consultants, investors. Every one of those agreements is critical: a flawed founder agreement can destroy a startup before it even starts to grow.
Legal context for startup founders
In Slovakia, a limited liability company (s.r.o.) is governed by §§ 105–153 of the Commercial Code. The articles of association (spoločenská zmluva) are mandatory and filed with the commercial register. However, a shareholders’ agreement (SHA) — governing the relationship between founders and investors beyond what the articles require — is not mandatory but is essential.
For founders and SaaS companies, the SHA is often more important than the articles of association. It covers founder vesting, anti-dilution protection, drag-along rights and deadlock resolution — none of which are addressed by the standard Commercial Code provisions.
What founders and CFOs deal with
- Founder agreement / SHA: equity split, vesting, anti-dilution clauses
- NDA with potential investors: before presenting the business plan or product demo
- ESOP agreement: employee stock option programme for key hires
- Advisor agreement: strategic advisors paid in equity or cash
- Term sheet: before closing a seed or Series A investment round
- IP assignment: ensuring all pre-company IP transfers to the company
Founder vesting — why you cannot skip this
Vesting is the mechanism by which founders progressively earn their equity over a defined period. Without it, a co-founder can leave after six months and retain their full equity stake — an outcome that will deter virtually every institutional investor.
Standard 4-year vesting schedule:
- After 12 months: 25 % vests in one block (the “cliff”).
- Months 13–48: remaining 75 % vests monthly (1/36 per month).
Good leaver / bad leaver:
- Good leaver (voluntary resignation, health reasons): retains vested equity.
- Bad leaver (termination for cause, IP theft): company repurchases unvested and sometimes vested equity at nominal value.
Investors check for vesting provisions in every due diligence process — a startup without vesting is a red flag that raises questions about governance maturity.
Why speed matters
An investment round has timing — if signing a term sheet takes a week, the window can close. With zipzipdoc you send an NDA or term sheet to an investor in 3 minutes. The investor signs from any device that same day.
The founder agreement: the foundation of the whole startup
The most important document founders sign is their mutual agreement — who holds what percentage, what happens if someone leaves, how disputes are resolved. zipzipdoc templates include standard vesting clauses (4-year with 1-year cliff) and anti-dilution protection.
Audit trail for investors
Due diligence before investment includes reviewing all founding documents. The archive in zipzipdoc is complete, chronologically ordered and exportable — ideal for the data room.
Related contract types: NDA — non-disclosure agreement · Partnership / shareholders’ agreement · Investment agreement
Numbers that speak for themselves
| Statistic | What it means | |---|---| | €15,000+ | average legal costs for a seed round | | 6 weeks | average time to close an investment round | | 80 % | savings on routine documents with AI | | 24 hrs | from term sheet to signature with zipzipdoc |
How it works step by step
Step 1: An investor expresses interest.
Step 2: The founder opens zipzipdoc, selects the SAFE template, fills in the cap, discount and valuation.
Step 3: The investor receives the document for online signing.
IP assignment: the most overlooked founder document
One of the most common and costly oversights in early-stage companies: a co-founder who wrote the original codebase, designed the early product, or developed the company’s core technology before the company was incorporated — but never formally assigned that IP to the company.
This becomes a critical problem at due diligence. Investors check whether the company actually owns its technology. If the IP still legally belongs to the individual founder (because it was created before the company existed, or without a written assignment), the investment is blocked until it is resolved — at significant legal cost and delay.
The IP assignment agreement: what it covers
An IP assignment agreement transfers all intellectual property relevant to the company’s business from the founders to the company. It should be signed by all founders and key early contractors at the time of company incorporation (or immediately if incorporation has already occurred).
What it typically assigns:
- Source code, algorithms and software written for the product
- Designs, brand assets, and creative works
- Patents filed or in progress
- Domain names and social media handles
- Business methodologies and trade secrets
What it typically carves out:
- Pre-existing personal IP clearly unrelated to the company’s business
- Open-source contributions that cannot be transferred (licensed under copyleft licences)
When to do it
Sign IP assignment agreements on day one of company formation, or at the very latest before the first external investment. Attempting to document IP ownership after investors are already involved is significantly more complex and expensive.
ESOP and advisor equity: structuring key hires without cash
Early-stage founders often need to attract senior talent and advisors without the cash to pay market salaries. Equity is the currency — but only if it is structured correctly.
The ESOP pool
An Employee Stock Option Plan (ESOP) creates a pool of equity (typically 10–15 % of total shares) set aside for employees and key advisors. Options granted from this pool give recipients the right to purchase shares at a pre-agreed price (the exercise price) after a defined vesting period.
Key terms to document in the ESOP plan:
- Total pool size: as a percentage of fully diluted share capital.
- Vesting schedule: typically 4 years with a 1-year cliff, matching founder vesting.
- Exercise price: typically the nominal share value at grant date, or the price per share at the last investment round.
- Exercise window: the period after leaving the company during which the employee can exercise their options (typically 90 days, sometimes extended for good leavers).
- Good leaver / bad leaver: the same framework applies as for founders.
Advisor agreements
Advisors typically receive 0.1–0.5 % of equity (from the ESOP pool) in exchange for defined commitments — monthly availability hours, introductions, domain expertise. The advisor agreement should specify:
- Equity grant and vesting terms (typically 2 years with no cliff for advisors)
- What the advisor commits to doing (monthly calls, introductions, specific projects)
- Confidentiality and IP assignment (same as an employee NDA)
- Whether the advisor can represent multiple portfolio companies in the same sector
Advisor equity is a powerful tool when structured correctly — and a source of confusion and resentment when it is vague.
Frequently asked questions
Can I generate a SAFE or convertible note via zipzipdoc?
Yes. zipzipdoc includes standardised SAFE and convertible note templates. AI fills in the cap, discount and other key terms from your inputs. Both are commonly used for pre-seed and seed rounds in the EU and US-style investment structures.
Is an AI-generated founder agreement legally valid?
Yes. Templates are prepared based on verified legal standards. For a seed round above €100,000, we recommend a review by a startup-specialised lawyer before final signing. The AI-generated draft reduces legal drafting time by ~80 % — the lawyer reviews rather than drafts from scratch.
How quickly can I close an NDA with a potential investor?
Send an NDA via zipzipdoc in 2 minutes. The investor signs on their phone before the pitch. The audit trail provides proof of the confidentiality obligation for both parties.
What documents do investors require during due diligence?
Standard due diligence covers: articles of association, shareholders’ agreement, founder vesting agreements, IP assignment agreements for all founders and key contractors, employment contracts, NDAs, and all existing investment documents. The zipzipdoc archive covers all these categories chronologically and is exportable for the data room.
Does the founders’ agreement need to be notarised?
In Slovakia, the articles of association (spoločenská zmluva) filed with the commercial register require notarised signatures. The shareholders’ agreement between founders does not require notarisation and can be signed electronically — making it fast to close before announcing the company or raising investment.
“NDA with investor in 5 minutes, SAFE in a day. We saved weeks and thousands in legal fees.” — Thomas D., co-founder of a SaaS startup