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Pooja Jhunjhunwala & Associates, Secunderabad (2026)

08/08/2026

What happens to a founder’s equity if they leave the startup early?

This is one conversation founders often avoid at the beginning.

And that’s exactly why Founder Vesting matters.

Founder vesting generally means equity is earned over time, helping ensure that ownership remains aligned with long-term contribution.

It can help:

🔹 Protect the startup from early founder exits
🔹 Keep the cap table balanced
🔹 Align founders with the company’s long-term goals
🔹 Reduce future equity disputes

But don’t just ask:

“How much equity do I get?”

Also ask:

“What happens to my equity if I leave?”

Your Founder Agreement should clearly address vesting, cliff, vested vs. unvested shares, and exit scenarios.

The best time to agree on founder exits is when everyone is still getting along.

Would you sign a Founder Agreement without a vesting clause?

Comment YES or NO.

06/08/2026

Two founders. One decision. No agreement. Now what?

This is where a Deadlock Clause becomes critical.

A well-drafted clause provides a structured way to resolve situations where co-founders cannot agree on important business decisions.

It can address:

🔹 What triggers a deadlock
🔹 Negotiation / mediation
🔹 Escalation mechanisms
🔹 The final exit or resolution route

Because “we’ll figure it out later” is not a legal strategy.

Before signing your Founder Agreement or SHA, ask:

“What happens if we stop agreeing?”

Save this post for your next startup agreement review.
Share it with your co-founder.

What would you choose to resolve a founder deadlock — mediation or a buy-sell mechanism?

Follow Pooja Jhunjhunwala & Associates for practical insights on startup contracts, founder agreements, investment documentation and corporate law.

04/08/2026

Two founders. One decision. No agreement. Now what?

This is where a Deadlock Clause becomes critical.

A well-drafted clause provides a structured way to resolve situations where co-founders cannot agree on important business decisions.

It can address:

🔹 What triggers a deadlock
🔹 Negotiation / mediation
🔹 Escalation mechanisms
🔹 The final exit or resolution route

Because “we’ll figure it out later” is not a legal strategy.

Before signing your Founder Agreement or SHA, ask:

“What happens if we stop agreeing?”

Save this post for your next startup agreement review.

What would you choose to resolve a founder deadlock — mediation or a buy-sell mechanism?

Follow Pooja Jhunjhunwala & Associates for practical insights on startup contracts, founder agreements, investment documentation and corporate law.

01/08/2026

Would you return a bonus or equity you already earned?

It sounds unlikely—but that’s exactly what a Clawback Clause can require.

This clause allows a company to recover bonuses, incentive payments, ESOP benefits, or equity if specific events occur, such as:
✔️ Fraud or misconduct
✔️ Financial misstatements
✔️ Breach of contractual obligations
✔️ Other agreed trigger events

For startups, a well-drafted Clawback Clause helps protect the business while setting clear expectations for founders, executives, and employees.

Before signing a Founder Agreement, Employment Agreement, ESOP Plan, or Investment Agreement, make sure you understand:
• What can be recovered?
• When can it be recovered?
• Who decides if the clause applies?

Understanding this clause today can prevent costly disputes tomorrow.

Question for founders: Should a Clawback Clause apply only in cases of fraud, or should it also cover serious breaches of contractual obligations?

30/07/2026

A higher valuation today doesn’t guarantee the same valuation tomorrow.

If your startup raises its next round at a lower valuation, one clause can change the outcome for everyone involved.

The Anti-Dilution Clause.

This clause is designed to protect investors when shares are issued at a lower price in a future funding round—but it can also affect founder ownership if it’s not negotiated carefully.

Before signing a Term Sheet or Shareholders’ Agreement, ask:
1. Which anti-dilution method applies?
2. What events trigger it?
3. Are any share issuances excluded?
4. How will it impact future fundraising and founder dilution?

Understanding this clause today can prevent difficult negotiations tomorrow.

Question for founders: If your startup faces a down round, how would you balance investor protection with preserving founder equity?

ShareholdersAgreement

28/07/2026

Not every founder who leaves gets to keep their equity.

The difference often comes down to one clause:

Good Leaver vs Bad Leaver.

This clause determines:
✔️ Whether you keep your shares
✔️ Whether the company can buy them back
✔️ At what price they’ll be valued
✔️ What happens if you resign or are removed

Many founders negotiate valuation and funding but overlook the clauses that govern what happens if they leave.

Before signing a Founder Agreement or Shareholders’ Agreement, make sure you understand this clause—it can have a lasting impact on your ownership.

Question for founders: Would you negotiate your salary first or your equity rights first?

25/07/2026

One Clause That Saved My Client

Most founders focus on the commercial terms—pricing, timelines, and deliverables.

But the clause that often matters the most is the one you hope you’ll never have to use.

Here’s a real-life example (shared with details anonymised).

A client engaged a service provider for a long-term project. Initially, everything looked promising.

A few months later, deadlines were repeatedly missed, communication broke down, and the quality of work declined.

The client wanted to exit the agreement—but the vendor claimed payment for the remaining contract term.

Fortunately, the Service Agreement contained a well-drafted Termination for Convenience clause.

It clearly stated that either party could terminate the agreement by giving prior written notice, with payment due only for services successfully completed until the termination date.

As a result:
✅ My client exited the agreement legally.
✅ Paid only for the work actually delivered.
✅ Avoided a lengthy and expensive contractual dispute.

The lesson?

A contract doesn’t protect your business because it’s signed.

It protects your business because it’s drafted well.

The clauses you rarely think about today are often the ones that save you tomorrow.

Before signing your next Service Agreement, ask yourself:

If this business relationship stops working next month, does my contract tell me exactly how to exit?

If the answer is “I’m not sure,” it may be time to review your agreement.

Have you ever come across a contract clause that saved your business—or wished you had one?

23/07/2026

Many businesses use the terms “SaaS Agreement” and “Software License Agreement” interchangeably. They shouldn’t.

From a legal drafting perspective, these are fundamentally different contracts, allocating rights, obligations, liabilities, and risks in completely different ways.

A few key distinctions:

✔️ SaaS Agreement
• Grants access to software hosted by the provider
• Provider manages hosting, maintenance, security, and updates
• Focuses on service levels (SLAs), uptime, data privacy, security, and exit obligations

✔️ Software License Agreement
• Grants the right to install and use software
• Customer manages the software and infrastructure
• Focuses on intellectual property rights, licensing scope, usage restrictions, and ownership

Choosing the wrong agreement—or copying a template from the internet—can lead to:
• Unclear ownership of data
• Weak limitation of liability provisions
• Inadequate IP protection
• Disputes over maintenance and support obligations
• Increased legal and commercial risk

As lawyers, our role is not merely to draft contracts but to ensure the agreement reflects the commercial reality of the transaction while protecting our client’s interests.

Which agreement do you draft more frequently—SaaS Agreements or Software License Agreements?

I’d love to hear your experience in the comments.

21/07/2026

One Clause Saved My Client’s Startup.

Most founders spend weeks discussing:
• Equity split
• Valuation
• Funding

But they spend less than an hour discussing the agreement that governs their relationship.

That’s where problems begin.

Recently, I reviewed a Founders’ Agreement for a startup where one founder eventually stopped contributing to the business—but still expected to retain the same equity as the founder who continued building the company.

Fortunately, the agreement included a Founder Vesting Clause.

It clearly stated that equity would vest over time based on continued involvement. When one founder exited, the unvested shares reverted to the company instead of remaining with a non-contributing founder.

That single clause:
1. Prevented a prolonged dispute.
2. Protected the company’s cap table.
3. Preserved investor confidence.
4. Allowed the remaining founder to focus on growing the business instead of fighting over ownership.

Here’s what every founder should know:

A Founders’ Agreement isn’t drafted because you expect conflict.

It’s drafted because successful businesses plan for uncertainty before it happens.

The cost of drafting a proper agreement is insignificant compared to the cost of resolving a founder dispute later.

If you’re building a startup with a co-founder, ask yourself one question:

If one of us leaves tomorrow, does our agreement clearly say what happens to the equity?

If the answer is “I’m not sure,” your startup may be carrying a risk you haven’t accounted for.

Founders: Did you sign a Founders’ Agreement before starting your business, or are you still relying on trust alone?

If you’re launching a startup or reviewing your existing Founders’ Agreement, feel free to connect. A well-drafted agreement today can save years of conflict tomorrow.

18/07/2026

One clause gives someone the exclusive chance to buy.The other simply gives them the first chance to match.

At first glance, they sound similar.

In reality, they can lead to very different commercial outcomes.

I’ve seen founders, investors, and even experienced business owners confuse an Exclusive Right with a Right of First Refusal (ROFR).

That misunderstanding can cost control, delay investments, or even derail a transaction.

Here’s the difference:

Exclusive Right
The seller can negotiate only with the designated party for a specified period. No one else gets a seat at the table.

Right of First Refusal (ROFR)
The seller is free to find a third-party buyer first, but before completing the sale, the existing shareholder gets the opportunity to match the same offer.

Both clauses protect interests.

But they protect them in very different ways.

- Want maximum control over who acquires the shares? An Exclusive Right may be appropriate.

- Want to protect existing shareholders without restricting the seller from testing the market? ROFR is often the better choice.

The right clause depends on the commercial objective—not on what was used in the last agreement.

A well-drafted Shareholders’ Agreement doesn’t just record the deal.

It anticipates future disputes and prevents them.

If you were negotiating an investment today, which would you prefer—an Exclusive Right or a Right of First Refusal? Why?

Pooja Jhunjhunwala & Associates

08/08/2026

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