The Co-Founder Agreement You Never Wrote: 30 Questions to Settle Before They Settle You

This article is part of our guide to co-founder conflict.

When you incorporated, somebody sent you a founders' agreement. It covered equity, vesting, IP assignment, maybe roles and titles. You signed it in an afternoon and have not looked at it since.

That document answers almost none of the questions that actually end founding partnerships. Those questions were never written down, because at the time neither of you knew they existed.

Short answer: what should co-founders agree on?

Co-founders should agree, in writing, on six terms: decision rights, commitment, ambition, money, conflict and exit. We call these the Six Terms, and the legal document usually covers one of them.

Decision rights — who has the final word in which domain, and how ties get broken. Commitment — what each of you is actually signing up for in hours, years and risk, and what is allowed to change it. Ambition — what the company is for, in numbers and years, and what counts as success for each of you. Money — equity, pay, and what would legitimately reopen either. Conflict — how you will disagree, in front of whom, and how you will repair. Exit — what would end the partnership, and how you would leave if it did.

Most teams agree the money, loosely, and leave the other five to be discovered under pressure. The thirty questions below are the other five, plus the parts of the money question the lawyer did not ask.

Why the legal agreement is not enough

Your founders' agreement settles what is enforceable. It does not settle what is expected, and expectation is where partnerships break.

Noam Wasserman's research at Harvard on high-potential startups found that founding teams built on prior friendships were the least stable, largely because friends avoid the hard business conversations at the start and discover their differences later, when they are expensive. The same research is the source of the widely cited finding that roughly 65 percent of those startups that failed did so over founder conflict. The failure is rarely about the term sheet. It is about two people realising, several years in, that they signed different implicit contracts.

Investors and coaches who work with founding teams have converged on the same remedy: write the implicit agreement down. One First Round Review essay calls it co-founder vows; others call it an operating agreement or a founder prenup. The name does not matter. The act of writing it is where you discover every place you assumed you agreed and did not.

How to run the conversation

Do not do this in one sitting and do not do it in the office.

Answer separately first. Each of you writes your own answers to every question before you compare. If you discuss first, the more confident founder's version becomes the shared one and the other founder's real answer never surfaces.

Then compare, one section at a time. Expect the decision-rights and ambition sections to take the longest and to surprise you most.

Treat differences as information, not problems. The point is not to agree on everything. It is to know where you differ, so a difference does not later arrive disguised as a breach.

Write the agreed version down and date it. A page or two. Not a legal document — a shared memory of what you both meant.

Put a review date in the calendar. Quarterly in the first year, then at least annually and at every inflection: a raise, a pivot, a third founder, a child.

If you are doing this after the partnership is already strained, a third person in the room makes the comparison possible without one version having to be wrong; more on that below.

Decision rights: who decides what

1. Which domains does each of us own outright — product, engineering, go-to-market, hiring, finance, fundraising — such that the owner can make a call the other disagrees with, and it sticks?
2. Which decisions require both of us? Keep this list short. Everything on it is a potential deadlock.
3. How do we break a tie on the decisions that require both of us? A named tiebreaker, a domain-owner rule, a rotating final word? If we are 50/50, what stops us stalling?
4. Which decisions are reversible, and can whoever cares more just make them?
5. Who speaks for the company to investors, press and the team, and does that person have more decision authority or just more visibility?

Commitment: how hard is hard enough

6. How many hours a week does each of us expect of the other, honestly, this year?
7. What is allowed to change that — a child, a health problem, a partner's career, burnout — and how do we expect each other to raise it when it does?
8. Is either of us doing anything else — advising, angel investing, a side project, a part-time role — and what are the limits?
9. When does one of us going full-time earlier, or taking no salary longer, become something that should change the equity?
10. How will we know if one of us has stopped delivering, and what have we agreed to do about it before it becomes resentment? This conversation is far easier at month two than month twenty.

Ambition: what are we building, and for how long

11. What does success look like for each of us in five years, in numbers? Revenue, valuation, headcount, personal wealth, or something that is not a number?
12. Are we building a venture-scale company or a profitable one we own, and would either of us be unhappy with the other outcome?
13. At what price would each of us sell, today? Write the number.
14. How long is each of us committing to, as a floor? Two years? Through Series A? Until it works or dies?
15. What would each of us consider a reason to walk away from the company — not from each other, from the thing itself?

Money: equity, pay and what changes it

16. Do we both have vesting, with a cliff, and does it cover all founder shares?
17. What would legitimately reopen the equity split, and what would not? Sustained divergence in contribution over a year? A role change by agreement? How would we raise it if it happened?
18. How do we set founder salaries, and do they have to be equal?
19. What happens to a founder's equity if they leave voluntarily, are asked to leave, or can no longer work? Does anything accelerate?
20. Who is allowed to put personal money into the company, on what terms, and does it change anything else?

Conflict: how we disagree and how we repair

21. How do we disagree in front of the team? Openly, privately, or openly up to a point?
22. What is each of us like when stressed, and what does the other need to know about that?
23. When we have fought in the past — with each other or with anyone — how did it end, and what did it take to repair?
24. Is there anything either of us is already not saying? Answer this one in writing, separately, before comparing.
25. How often will we talk about the partnership itself, not the business — a standing hour, outside the operating cadence, with the two of us as the only agenda?

Exit: what would end this, and how

26. What would each of us consider unforgivable in the other — the specific breach after which the partnership is over?
27. If one of us wanted to leave, how would we want to find out, and how much notice do we owe each other?
28. If we separated, what would we each want the public version to be, and would we commit to telling it consistently?
29. Who would run the company if one of us left tomorrow, and is that person ready?
30. Would each of us choose the other again, knowing what we know now? Ask it every review. The day one of you hesitates is the day the conversation is needed.

What to do with the answers

Three things, in order.

Keep the written version somewhere you will both see it. The value of the document is almost entirely in the writing and the re-reading. A founders' agreement nobody looks at is a legal instrument; this is a working one.

Take the structural answers to a lawyer. Decision rights, vesting, what reopens equity, what happens on departure: once you have agreed them, counsel can make them hold. In that order — agree first, paper second. Starting with counsel turns a conversation between partners into a negotiation between parties.

Schedule the review before you leave the room. Founding teams that do this once and never again have a nice memory. The ones who do it quarterly have a partnership that keeps up with the company.

If you are already three years in

These questions are usually recommended for new founding teams, and new founding teams rarely do them, because in week one everything is agreement.

They work at least as well three years in. The difference is that you will each already have a private version of the answers, built from three years of evidence, and comparing them will be harder — some of the differences you discover will be the reasons you are reading this.

That is precisely the situation in which doing this alone tends to go badly. Both of your versions are accurate, and the only way through is for both to be in the room at once without one having to be wrong. Co-founder coaching is, in large part, this exercise with someone present whose only loyalty is the partnership. Here is what it looks like and costs, and here is what it fixes that a lawyer or a mediator cannot.

FAQ: co-founder agreements

What should a co-founder agreement include?

The legal document covers equity, vesting, IP assignment, roles and what happens on departure. The working agreement most teams never write covers decision rights by domain, how ties are broken, commitment in hours and years and what may change it, what success means in numbers, what would reopen equity, how you disagree and repair, and what would end the partnership. Both matter; the second is where partnerships actually break.

What questions should I ask a potential co-founder?

Before committing, the highest-value questions are about ambition and commitment: what success looks like in numbers and years, at what price they would sell, how long they are committing for, how many hours they expect, what else they are doing, and how their past partnerships or conflicts ended. The decision-rights and conflict questions matter too, but they can be answered in the first months.

Do we need a lawyer to write a co-founder agreement?

For the legal instrument — vesting, IP, share mechanics — yes, and it is not expensive. For the working agreement, no: it is a page or two in your own words, and its value is in the writing and the review, not in enforceability. Agree it between you first, then take the structural parts to counsel.

How often should co-founders revisit their agreement?

Quarterly in the first year, then at least annually and at every inflection point: a funding round, a pivot, a new founder or senior hire, a founder's life changing. Most co-founder conflict is role drift and divergent ambition discovered late; the review is how you discover it early.

What is a co-founder prenup?

A colloquial name for exactly this: a written agreement between founders about expectations, decision rights, commitment and what happens if the partnership ends, made while everyone is still friendly. Some coaches call it co-founder vows or a founder operating agreement. The content is the thirty questions above.

We never did this and we are already in conflict. Is it too late?

No, but do it with someone else in the room. Three years in, each of you already has a private version of the answers built from evidence, and comparing them alone tends to turn into the argument you were trying to avoid. Co-founder coaching is, in large part, this exercise with a neutral third person present.

Next step

The explicit agreement you signed. The implicit one you have been living inside for years without ever reading. Writing it down is an afternoon's work and it is the single cheapest thing a founding team can do for itself.

Aether Practice offers co-founder sessions for founding teams in San Francisco, New York City and Norway — including walking through these questions together, early, before the company tests the answers.

Keep reading in this cluster: The complete guide to co-founder conflict · The 50/50 deadlock · Renegotiating co-founder equity · Co-founder coaching in San Francisco and New York

Research and further reading

• Wasserman, N. (2012). The Founder's Dilemmas: Anticipating and Avoiding the Pitfalls That Can Sink a Startup. Princeton University Press. The data behind the finding that friendship-based founding teams are the least stable, and the chapters on the early decisions founders make by default rather than by design.
• Lockett, R. Renew Your Co-Founder Vows, and Other Tactics for Strengthening the Most Important Relationship in Your Startup. First Round Review. A written founding agreement, revisited on a schedule, with role, rules and relationship as the three places friction starts.
• Ruef, M., Aldrich, H. E. & Carter, N. M. (2003). The structure of founding teams: Homophily, strong ties, and isolation among U.S. entrepreneurs. American Sociological Review, 68(2), 195–222. Founding teams are drawn from existing strong ties and tend to resemble each other, which is part of why the uncomfortable questions go unasked.
• Thiel, P. with Masters, B. (2014). Zero to One: Notes on Startups, or How to Build the Future. Crown Business. Chapter 9 on founders, and the comparison between choosing a co-founder and marrying.
• Rosenberg, M. B. (2003). Nonviolent Communication: A Language of Life. PuddleDancer Press. A structure for saying what you need without making it a charge, useful for the money and commitment questions in particular.
• Also read: The 50/50 deadlock · Twelve warning signs · Co-founder coaching

Last updated: October 2026.