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Founder Restricted Stock Purchase Agreement (with Vesting & IP Assignment)

Sells founder shares at par with reverse-vesting, a company repurchase right, and a full assignment of pre-formation IP into the company.

19 min interview2026 currentFree to generateAttorney finish by callPDF & Word export

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What is a Founder Restricted Stock Purchase Agreement?

Every founder taking founding equity. Vesting protects the company (and the other founders) if a co-founder leaves early, and the IP assignment puts the code, brand, and inventions in the company's hands rather than the individual's. Investors will require both before funding.

Founder Restricted Stock Purchase Agreement template, current for 2026

Bundles a full prior-invention IP assignment (including a moral-rights waiver and an open-source/AI-training carve-out acknowledgment), an integrated 83(b) reminder, acceleration options, and spousal-consent handling for community-property states, items that older startup forms split across separate documents.

How HDAi does this differently

Unlike a static form, HDAi runs a guided interview and assembles your Founder Restricted Stock Purchase Agreement as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.

What you’ll be asked

A short interview in plain language that asks only what this document needs.

What is the full legal name of the company issuing the stock? This is the corporation selling the founder shares and receiving the assigned IP. Use the exact name on the certificate of incorporation.
Who is the founder purchasing the stock? The individual buying the restricted shares, agreeing to vesting, and assigning pre-formation IP. This must be a natural person.
In which U.S. state is the company incorporated? Sets the corporate-law framework governing stock issuance, the repurchase right, and stockholder mechanics.
Which state's law should govern this agreement? The chosen law controls interpretation and enforcement. Founders often match this to the state of incorporation.
What is the effective date of this agreement? The date the purchase and all obligations take effect; typically the date all parties sign.
How many shares of common stock is the founder purchasing? The total number of restricted shares issued to the founder. This is the base on which vesting is calculated.
What class or series of stock is being purchased? Almost always Common Stock for founders. Names the exact class so the certificate matches.
What is the par value per share? The nominal per-share value in the charter. Founder shares are typically sold at par, so this drives the purchase price.
What is the purchase price per share? Usually equal to par value at formation. Total consideration = price per share x number of shares.
What is the aggregate purchase price for all shares? The total the founder pays. Should equal price per share multiplied by number of shares.
How is the founder paying the purchase price? Sets the payment mechanics recited in the agreement, including any IP-assignment credit.
What is the stock certificate number (if known)? Identifies the certificate (or book-entry position) representing the purchased shares. Leave blank if not yet issued.
What is the vesting commencement date? The date from which vesting is measured. This is often the founder's actual start of service, which may predate signing.
Over how many total months do the shares vest? The full vesting period. A 4-year schedule is the market standard (48 months).
Is there a one-time cliff before any shares vest? A cliff means no shares vest until a set anniversary, then a chunk vests at once. Standard for founders is a 12-month cliff.
How many months is the cliff? The number of months of continuous service required before the first tranche vests.
After any cliff, how often do the remaining shares vest? Controls the granularity of ongoing vesting. Monthly is most common.
What percentage of shares is vested up front (already earned at start)? Some founders negotiate a percentage vested immediately in recognition of pre-formation work. Enter 0 for none.
At what price may the company repurchase UNVESTED shares if the founder leaves? Unvested shares are almost always repurchased at the lower of cost or fair market value so the founder does not profit on unearned equity.
How many days does the company have to exercise its repurchase right after the founder's service ends? Sets the window for the company to buy back unvested (and optionally vested) shares. 90 days is common.
May the company assign its repurchase right to third parties (e.g., investors)? Assignability lets the company push the buyback right to investors or other stockholders if it does not exercise itself.
Does vesting accelerate on any triggering events? Acceleration awards extra vested shares on specified events. Choose all that apply; select None for a plain schedule.
On a change of control (single trigger), what percentage of unvested shares accelerates? The share of then-unvested equity that vests immediately on an acquisition.
On a double-trigger event, what percentage of unvested shares accelerates? The share that vests if the founder is terminated without cause (or resigns for good reason) around a change of control.
Within how many months of a change of control must the qualifying termination occur for double-trigger acceleration? The protection window around the acquisition. 12 months is typical.
For involuntary-termination and death/disability acceleration, how many months of additional vesting should accelerate? The forward runway of vesting that becomes vested on a qualifying termination without cause, for good reason, or on death or disability. 12 months is common; enter the number of months of vesting to accelerate.
Will the founder file an 83(b) election? An 83(b) election (filed with the IRS within 30 days of purchase) lets the founder be taxed on the low value now rather than as shares vest. Nearly always advisable for founders.
Did the founder create any relevant intellectual property BEFORE the company was formed? Pre-formation IP (code, designs, trademarks, know-how developed before incorporation) must be assigned to the company so it owns its foundational assets.
Describe the pre-formation intellectual property being assigned to the company. List the code, inventions, trademarks, domains, designs, and know-how the founder is transferring in. Be specific so ownership is unambiguous.
Is the founder EXCLUDING any prior inventions from the assignment? Founders may carve out pre-existing personal projects unrelated to the company. Anything not listed as excluded is presumed assigned.
List the prior inventions the founder is excluding from assignment. Describe any personal inventions the founder keeps. These are protected from the assignment.
Should the founder also assign IP created DURING service to the company? A forward-looking assignment plus a proprietary-information covenant gives the company ownership of the work product the founder creates while serving it.
Should the agreement include a spousal consent? In community-property states (e.g., CA, TX), a spouse consent binds any marital interest to the vesting and repurchase terms. Include if the founder is married in such a state.
How should disputes be resolved? Choose the forum. Courts give public precedent; arbitration is private and often faster.
Which arbitration body and city? Names the administrator and seat of any arbitration.
Who signs for the company? The authorized officer or director executing on the company's behalf (must be someone other than the founder if possible).
What is that signatory's title? Confirms signing authority on the company signature block.

Frequently asked

About the Founder Restricted Stock Purchase Agreement and how HDAi works.

What is a Founder Restricted Stock Purchase Agreement (with Vesting & IP Assignment)? +

A Founder Restricted Stock Purchase Agreement (with Vesting & IP Assignment) is a legal document that sells founder shares at par with reverse-vesting, a company repurchase right, and a full assignment of pre-formation IP into the company. Every founder taking founding equity signs one. Vesting protects the company (and the other founders) if a co-founder leaves early, and the IP assignment puts the code, brand, and inventions in the company's hands rather than the individual's. Investors will require both before funding.

Is HDAi's Founder Restricted Stock Purchase Agreement (with Vesting & IP Assignment) legally binding? +

It is, once completed, reviewed, and properly signed. HDAi generates a professionally drafted Founder Restricted Stock Purchase Agreement (with Vesting & IP Assignment); book a planning call if you want a licensed Hart David Carson attorney to finish it. The firm's flat-fee packages, the Illinois Family Plan and Company Launch, cover the most common needs, and for any other draft an Illinois attorney will tell you on the call what finishing it would involve.

Do I need a lawyer to use this Founder Restricted Stock Purchase Agreement (with Vesting & IP Assignment)? +

You can generate and download the Founder Restricted Stock Purchase Agreement (with Vesting & IP Assignment) in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.

What makes this Founder Restricted Stock Purchase Agreement (with Vesting & IP Assignment) current for 2026? +

How long does the Founder Restricted Stock Purchase Agreement (with Vesting & IP Assignment) take? +

Estimated time about 19 min (37 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.

Does this Founder Restricted Stock Purchase Agreement (with Vesting & IP Assignment) work in my state? +

HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.

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Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Template and page reviewed · Every generated draft is a draft, not legal advice