A short-form statement of intent for people who have decided to build a venture together and want their intentions recorded before definitive agreements exist. It covers the structure, the equity, the compensation beyond equity, who is accountable for what, and — unusually for an instrument of this kind — an explicit, dated exit intent.
The copy above is the fill-in edition: the memorandum with the drafting apparatus removed and every blank highlighted. The Word file is the same document, editable. The annotated template carries the field legend and counsel prompts, and the canonical Markdown source governs if the formats ever disagree.
These notes are deliberately kept off the document itself, so that what the Partners sign carries no drafting instructions. Read them here, then fill in the highlighted blanks.
Write what the venture makes, for whom, and the problem it solves — in a single sentence. If the Partners cannot agree on that sentence, stop there. Nothing below it will hold, and the disagreement is cheaper to find now than after formation.
The template is deliberately entity-agnostic. Entity type and jurisdiction should be chosen against tax treatment, the equity-compensation plan you expect to run, and what investors in your market expect to see. A Delaware C-corporation is the common venture-backed default, but it is not automatically the right answer for a cash-flow business.
The percentages record what the Partners intend to issue. Ownership becomes real only once the entity exists, equity is issued under purchase documents, consideration is paid, and the capitalization records reflect it.
Make the table add to 100%, including the option pool, and say what each Partner gives in return. Decide vesting, commencement, cliff, and acceleration here rather than deferring them — deferred vesting conversations get harder, not easier. Equity issued for services or subject to vesting carries tax consequences, some of them time-sensitive; get advice before issuance, not after.
Titles are cheap and change often. What matters is the short column of outcomes each Partner owns, and the threshold at which a decision stops being theirs alone. Put real numbers in the spending and contract thresholds — a threshold nobody can state from memory is not a control.
Name a deadlock path with a time limit, and name a specific person where you can. Revisit both when the venture changes stage.
Most founder disputes about selling a company are not disputes about price. They are disputes between people who never established whether they were building a company to sell, a company to hold, or a company to run. This clause exists to surface that while it is still a conversation rather than a conflict.
Complete every row. Record the honest answer, including no predetermined outcome where that is the truth — a recorded disagreement about the exit is far more useful than an assumed agreement. Note that drag-along and tag-along rights are stated here as intent only; they have to be drafted into the definitive agreements to exist at all.
Clauses 1 through 8 record intent. Clause 9 lists what is meant to bind: confidentiality, exclusivity, costs, the no-partnership statement, governing law, and the whole-understanding term.
Conduct, partial performance, and the wording of individual clauses can still create obligations, and some jurisdictions recognise a duty to negotiate in good faith once a document like this is signed. Exclusivity terms in particular face limits on scope, duration, and restraint of trade that vary by jurisdiction. Have counsel confirm where the line actually falls before signature.
Set it realistically and treat it as real — the memorandum expires on it. If the Partners will not sign definitive agreements by then, that is information about the venture, and the memorandum ending is the correct outcome rather than a failure.
Signing this memorandum does not by itself form an entity, issue equity, transfer intellectual property, satisfy securities laws, or make any tax election. Depending on the facts, it should be followed by:
The Awake Cofounder Agreement is designed to receive this memorandum's terms, and the Awake Open Collaboration Agreement covers the stage before it, when partners are still exploring. Full drafting guidance is in the completion guide.