How to write the partnership agreement, equity distribution and exit mechanism of the startup company?

Party A:, ID number:

Address:

Mobile phone number:, e-mail:

Party B:, ID number:

Address:

Mobile phone number:, e-mail:

Party C:, ID number:

Address:

Mobile phone number:, e-mail:

(The above parties are hereinafter referred to as "founding shareholders" or "shareholders" and collectively referred to as "all founding shareholders" or "all shareholders" or "parties to the agreement". )

In accordance with the Company Law, the Contract Law and other relevant laws and regulations of China, the following agreement has been reached through voluntary, equal and full consultation among all shareholders on matters related to * * * *'s investment in establishing the company and starting the project under this agreement for all parties to abide by.

Article 1 Company and Project Overview

1. 1 company overview

The company name is, and the registered capital is RMB (the same below): 10,000 yuan. Basic information such as the company's domicile, legal representative, business scope and term of operation shall be subject to the company's articles of association and industrial and commercial registration regulations.

1.2 project overview

The project is a focused and developing vision, which is to become.

Article 2 Shareholder's Capital Contribution and Ownership Structure

2. 1 After negotiation, the parties to the equity ratio agreement make the following distribution on the mode of contribution, subscribed registered capital and equity ratio:

Party A: contributed in cash, subscribed the registered capital of RMB 1 10,000 yuan, and held% equity of the company.

Party B: contributed in cash, subscribed the registered capital of 10000 yuan, and held% equity of the company.

Party C: contributed in cash, subscribed the registered capital of 10000 yuan, and held% equity of the company.

2.2 Where a shareholder decides to contribute capital in other legal forms such as patents, trademarks, copyrights and real estate, it shall go through relevant evaluation, delivery or transfer procedures according to law.

2.3 All shareholders unanimously agree to fulfill their capital contribution obligations on time in accordance with the Articles of Association, otherwise their equity ratio will be automatically adjusted to the proportion of actual capital contribution to the registered capital of the company.

2.4 After the company's registered capital is in place, if it still cannot meet the company's capital requirements, each shareholder shall make additional investment in proportion to their respective shares. If they are unwilling to contribute, their equity ratio will be adjusted to the actual contribution ratio to the registered capital of the company after additional investment.

Article 3 dilution of equity

3. 1 If it is necessary to transfer the equity due to the introduction of new shareholders, both parties to the agreement shall dilute the equity in proportion.

3.2 If it is necessary to dilute the equity due to financing or the establishment of equity incentive pool, all shareholders shall dilute the equity in proportion.

Article 4 division of labor

Party A: On duty, mainly responsible for.

Party B: On duty, mainly responsible for.

Party C: Take up the post and be mainly responsible for.

Article 5 Voting

5. 1 professional affairs (non-professional affairs)

For the professional affairs that shareholders are responsible for, the company implements the principle of "professional responsibility system", and the responsible shareholders state their opinions and plans. If other shareholders have no objection, the responsible shareholders will execute it; If all other shareholders disagree and the CEO of the company still doesn't vote against it, the responsible shareholders can continue to implement the plan, but the CEO shall be jointly and severally liable for the implementation consequences of the plan proposed by the responsible shareholders.

5.2 Major events of the Company

If all shareholders cannot reach an agreement on major issues of the company, a resolution shall be made after unanimous consent of the founding shareholders who hold the voting rights of the company 1/2 or more under the principle of not harming the interests of the company.

Article 6 Financial and Profit and Loss Commitments

6. 1 financial management

A company shall standardize its financial and accounting systems in accordance with relevant laws, regulations and articles of association. In particular, the income and expenditure of funds shall be handled by the company's financial personnel, and any shareholder shall not use the company's funds without authorization. .

6.2 Profit and loss distribution

The company's surplus distribution shall comply with the provisions of the company's articles of association.

6.3 Loss bearing

The company shall be liable for its debts with all its property, and all shareholders shall be limited to their respective capital contributions.

Article 7 Maturity and Repurchase of Equity

7. 1 All shareholders agree that their shares in the company will expire year by year from the date of signing this agreement, with a monthly maturity of% and a maturity of 100%.

7.2 Immature equity still enjoys shareholders' dividend rights, voting rights and other relevant shareholders' rights, but it cannot be disposed of in any form.

7.3 Under any of the following circumstances, any shareholder shall transfer its unexpired equity to the rest of the shareholders at the price of one yuan (if the law has other mandatory provisions on the minimum transfer price, such provisions shall prevail) according to the shareholding ratio:

7.3. 1 Resign from the company voluntarily;

7.3.2 Unable to perform his duties due to his own reasons;

7.3.3 Being dismissed for intentional or gross negligence;

7.3.4 Violation of the non-competition obligations agreed in this Agreement.

7.4 If any shareholder's equity is divided or inherited due to premature dissolution of marriage, or is regarded as incompetent, it shall be implemented with reference to the above 7.3.

7.5 repurchase

In case of any of the circumstances agreed in Article 7.3 above, the remaining shareholders have the right to require the shareholders who have such circumstances to transfer their due shares in proportion to their respective shares at the price of% of the latest round of new financing valuation. If all or part of the remaining shareholders decide to exercise their rights under this article, the shareholders in such circumstances shall fulfill their capital contribution obligations in accordance with the articles of association and cooperate unconditionally.

Article 8 Locking and Disposal of Equity Rights

8. 1 equity locking

In order to ensure the stability of the entrepreneurial project, all shareholders unanimously agree that before the initial public offering of the shares in the qualified capital market or the application for public transfer in the national share transfer system for small and medium-sized enterprises, no party may transfer, donate, pledge, trust or otherwise dispose of the company's equity held by it or set third-party rights on it.

8.2 Equity transfer

If any shareholder needs to transfer the due equity without quitting the company, the remaining shareholders shall be given priority to the transferee according to the proportion of the equity they hold; If it is really necessary to transfer it to a third party, it shall obtain the unanimous consent of other shareholders, and the support and contribution of the third party to the project shall not be lower than that of the transferor.

8.3 Share division

During the duration of the entrepreneurial project, if any shareholder divorces and his due equity is recognized as the joint property of husband and wife, his spouse cannot obtain the status of shareholder. The due equity shall be appraised by the appraisal agency designated by the company (the appraisal fee shall be borne by the shareholders), and the shareholders shall pay compensation to their spouses; Otherwise, all or part of the remaining shareholders have the right to compensate their spouses on their behalf and obtain the equity in proportion to the compensation amount.

8.4 Equity inheritance

8.4. 1 All shareholders unanimously agree that if a shareholder dies during the duration of the venture project, his successor will not inherit the shareholder qualification status, but only inherit the shareholder's property rights and interests; The property rights and interests of the expired equity heritage shall be appraised by the appraisal institution designated by the company (the appraisal fee shall be borne by the company), and all or part of the remaining shareholders shall have the right to transfer at the appraised price, and obtain the equity in proportion to the amount of transfer money paid to the shareholders' heirs.

8.4.2 Immature equity shall be treated with reference to Article 7.3 of this Agreement.

Article 9 Introduction of non-investment shareholders

To introduce non-investor shareholders due to the development of the project, the following conditions must be met:

(1) The professional skills of this shareholder are complementary to those of existing shareholders, and there is no overlap;

(2) unanimously adopted by all shareholders.

(3) The proportion of the transferred shares shall be decided unanimously by all shareholders;

(4) Shareholders approve the provisions of this Agreement.

Article 10 Shareholders' Withdrawal of Shares

The founding shareholders can only withdraw after the unanimous consent of the remaining shareholders, and all their due shares shall be transferred to the existing remaining shareholders of the company or a third party unanimously recognized by the remaining shareholders according to Article 7.5 of this Agreement.

Article 11 Concerted action

1 1. 1 After the company introduces the investor shareholders, when the following resolutions are involved, all parties to the agreement shall make the same voting decision:

11.1.1company development plan, business plan and investment plan;

1 1. 1.2 company's financial budget and final accounts plan, profit and loss distribution and compensation plan;

1 1. 1.3 Modify the Articles of Association, increase or decrease the registered capital of the company, and change the organizational form or main business of the company;

1 1. 1.4 to formulate, approve or implement any equity incentive plan;

1 1. 1.5 the board of directors is enlarged or reduced;

1 1. 1.6 to appoint and remove the financial controller of the company;

1 1. 1.7 merger, division, merger, reorganization, liquidation, dissolution and termination of business activities;

1 1. 1.8 Other matters considered important by all shareholders.

1 1.2 If all shareholders cannot reach an agreement, the remaining shareholders shall make the same voting decision as the CEO.

Article 12 full-time work

The parties to the agreement guarantee each other that they will devote themselves to the operation and management of the company from the date of signing this agreement, and there is no other business or working relationship.

Article 13 Prohibition, restriction and inducement of business strife

13. 1 The parties to the agreement mutually guarantee that they will not engage in self-employment, cooperation, investment, employment, operating for others and other products or services that are the same as or similar to or competitive with the Company in any way during their employment and within one year after leaving the company.

13.2 if any shareholder violates the above agreement, the profits will be owned by the company free of charge. If he throws away the company's equity, he shall transfer the due equity to the remaining shareholders at the price of one yuan (if there are other mandatory provisions on the minimum transfer price by law, such provisions shall prevail).

13.3 the parties to this agreement mutually guarantee that they will not induce or employ employees employed by the company on or after the date of signing this agreement within 2 years from the date of resignation, and ensure that their related parties will not engage in the above acts.

Article 14 Project Termination and Company Liquidation

14. 1 If the project is terminated due to force majeure factors such as government, laws and policies, both parties to the agreement shall not bear legal responsibilities for each other.

14.2 the operation of the company can be terminated with the consent of all shareholders, and the parties to the agreement are not responsible for each other.

After the termination of this agreement 14.3:

14.3. 1 The liquidation of the company shall be conducted by all shareholders * * *, and a neutral party may be hired to participate in the liquidation when necessary.

14.3.2 If there is surplus after liquidation, all shareholders can only ask for the return of capital contribution after the company has paid off all debts, and distribute the remaining property according to the proportion of capital contribution.

14.3.3 if there is a loss after liquidation, and all shareholders decide not to go bankrupt, all parties to the agreement shall share it in proportion to their capital contribution.

Article 15 binding force

This agreement is the true meaning of all shareholders. In case of any inconsistency with the Articles of Association and amendments, this Agreement shall prevail within the scope of all shareholders.

Article 16 Liability for breach of contract

If all shareholders violate or fail to perform their obligations under this Agreement and the Articles of Association, they shall be liable to the observant party for breach of contract and compensate the company and the observant party for all economic losses.

Article 17 Dispute settlement

If negotiation fails due to disputes arising from this agreement and this project, any shareholder has the right to bring a lawsuit to the court where the company is registered.

Article 18 Notice

The parties to the agreement unanimously confirm that their respective addresses, mobile phone numbers and e-mails specified in this agreement are effective contact methods, and the written notice sent to the other party shall be deemed as delivered within 7 days from the date of sending, and the mobile phone short message or e-mail sent shall be deemed as delivered from the date of sending.

Entry into force of Article 19 and others

19. 1 This Agreement shall come into force after being signed by all parties.

19.2 For matters not covered, both parties shall negotiate separately, and the supplementary agreement reached shall have the same legal effect as this agreement.

19.3 this agreement is made in quadruplicate, one for each party, and one for the record after the establishment of the company, each with the same legal effect.

(The next page is the signature column, with no text)

Party A, Party B and Party C:

Date of signature: 20 years.

Entrepreneurial enterprises refer to innovative and entrepreneurial enterprises with high growth and high risk. Entrepreneurial enterprises should pay attention to the combination of rewarding equity and purchasing equity, and establish an incentive system for entrepreneurial entrepreneurs. The main form of realizing the value of entrepreneurial entrepreneurs is the combination of rewarding equity and purchasing equity. According to the actual contributions of entrepreneurial entrepreneurs in the past, part of the net growth value of state-owned or collective assets will be converted into corresponding equity and rewarded to them as recognition of their value and compensation for their contributions. The incentive mechanism of core employees in entrepreneurial enterprises includes material incentive, spiritual incentive, policy incentive and work incentive.

1. Incubators and venture capital are the incubation elements for the transformation and growth of start-up enterprises.

Incubators and venture capital both pay attention to entrepreneurial enterprises, which are realized by incubating enterprises in their investment direction and value realization mode. Incubators and venture capital have a strong consistency in their development direction. When a startup is very young, we should pay attention to it and cultivate it until it succeeds. Whether for incubators or venture capital institutions, their value-added is realized through the growth of entrepreneurial enterprises. In the era of knowledge economy, both start-up enterprises, incubators and venture capital have formed a "win-win and mutual benefit" strategic relationship.

2. One of the fusion points of incubator and venture capital is to create a gathering space for entrepreneurial innovation.

It will reduce the search time and save the cost for venture capital to find investment objects in the gathering space. It is easier for venture capital to find the source of innovation at a certain point, invest capital and hope that capital will increase in value. In this process, it is most likely and necessary to find an incubator to reduce the search cost. Incubators create an environment for entrepreneurial innovation, attract all entrepreneurs to enter it, form a good space and atmosphere, and ultimately improve the spatial value of incubators and produce agglomeration effects.

3. The second integration point of incubator and venture capital lies in the integration of growth points of new industries and professional fields.

Specialization is the direction of incubators and venture capital, and the development of professional fields can effectively reduce operating costs and risks. Cooperation in specialized fields can complement each other, venture capital can reduce risks, and incubators can speed up incubation and improve the success rate. Entrepreneurial enterprises are high-risk enterprises, facing high uncertainty in the development process, so that incubators and investment institutions gradually develop their fields to specialization in order to reduce risks. Venture capital seeks the best start-up enterprises among them. Incubators can make use of their professional advantages and network resources to better serve incubating enterprises and create a good entrepreneurial environment for incubating enterprises.