The one I have used contains the following sections:
- Parties entering into the agreement (e.g. you and your co-founder)
- What each party brings to the venture (e.g. patents, code, etc.)
- Any initial equity investment amounts
- What that equity investment gets
- Minium hours per week or month dedicated to the venture
- Salary for those hours (Don't put in anything about deferred payment or anything like that).
- Initial founders share grant or ownership percentage
- Title and job description
- Exit clause (e.g. what happens if they leave)
- All intellectual property generated will be owned by the new company
- Agreement timeframe (e.g. how long to either do a new agreement or found the company)
- Dispute resolution (e.g. binding arbitration, court, etc.)
- Governing law (e.g. what laws will apply. Like California, Santa Clara County).
This is just what I have used in the past. You should really talk to a lawyer about what else could be in something like this. You may want to draft an initial document and then send it to a lawyer for review.