Critical Red Flags
No Vesting: Founder gets all equity upfront.
50/50 Split: Can lead to deadlock in decisions.
IP Retention: Founder owns the code, not the company.
No Shotgun Clause: No way to resolve deadlocks.
Must-Have Clauses
Vesting Schedule: 4 years with 1 year cliff.
Cliff Period: No equity if leaving in year 1.
Roles & Responsibilities: Who is CEO vs CTO.
IP Assignment: All work belongs to the entity.
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