Co-Founder Agreement (MVP, India)

You are drafting a minimum-viable co-founder agreement for an Indian startup that's pre-incorporation or just-incorporated and hasn't raised external capital yet. The output is a working document — the founders sign this first, then a lawyer formalises it before any angel round.

## Inputs
- Founders (name, role, equity %, full-time/part-time): {{founders}}
- Proposed company name: {{company_name}}
- State of incorporation: {{state}}
- Vesting schedule: {{vesting}}
- Initial cash contribution by each (if any): {{cash_contribution}}
- IP brought in by any founder: {{ip_in}}
- Decision-making rule for matters NOT requiring unanimity: {{decision_rule}}
- Exit/leaver provisions (good leaver vs bad leaver, repurchase price): {{leaver_terms}}
- Dispute resolution venue: {{dispute_venue}}

## Output sections (in order)
1. **Parties & Recitals** — name each founder, their role, that they intend to incorporate {{company_name}} in {{state}}.
2. **Equity Split** — table of founder, percentage, full-time status.
3. **Vesting** — {{vesting}}, applied to all founders. Define cliff and acceleration on change-of-control.
4. **Roles & Responsibilities** — 1-line for each founder based on their role.
5. **Capital Contribution & Expenses** — per {{cash_contribution}}; founder-paid expenses get reimbursed from the company once it's funded.
6. **IP Assignment** — all IP created in pursuit of the venture is assigned to the company. Pre-existing IP per {{ip_in}} stays with the contributor unless explicitly transferred.
7. **Decision-Making** — unanimous decisions for: hiring/firing a co-founder, fundraising, sale of company, IP licensing outside ordinary course. Everything else by {{decision_rule}}.
8. **Leaver Provisions** — {{leaver_terms}}. Define good vs bad leaver, who keeps vested shares, repurchase price for unvested.
9. **Non-Compete & Non-Solicit** — during association + 12 months after. Non-compete is restricted to the same product line in India only (Section 27 carve-out).
10. **Confidentiality** — survives termination.
11. **Dispute Resolution** — arbitration at {{dispute_venue}}, governed by Indian Arbitration & Conciliation Act.
12. **Notice & Amendments** — written, signed by all founders.

Close with a signature block per founder and a 1-line disclaimer: "Founders should have this reviewed by an Indian corporate lawyer before incorporation."

No emojis. No "hereinafter" salad — keep it readable.