Private Token Sale Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that establishes the terms and conditions for the private sale of digital tokens. This document outlines the rights and obligations of both the token issuer and purchaser, incorporating necessary compliance elements required under Swiss financial market regulations, including FINMA guidelines. It addresses key aspects such as token characteristics, purchase price, delivery mechanisms, representations and warranties, and regulatory compliance requirements, particularly focusing on Swiss AML regulations and financial market infrastructure laws.

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What is a Private Token Sale Agreement?

The Private Token Sale Agreement is a crucial document used in Switzerland's advanced crypto-friendly ecosystem for conducting compliant private sales of digital tokens. It is specifically designed for situations where tokens are sold to a select group of qualified or professional investors, rather than through a public offering. The agreement incorporates Switzerland's progressive regulatory framework, including FINMA guidelines and financial market regulations, while addressing essential elements such as KYC/AML requirements, token delivery mechanisms, and investor protection measures. This document is particularly relevant given Switzerland's position as a leading jurisdiction for crypto and blockchain projects, offering clear regulatory guidance and legal certainty for token sales.

What sections should be included in a Private Token Sale Agreement?

1. Parties: Identification of the Token Issuer and the Purchaser with complete details

2. Background: Context of the token sale, brief description of the project and purpose of the agreement

3. Definitions: Comprehensive definitions of terms used throughout the agreement, including technical terms

4. Token Description: Detailed description of the tokens, their characteristics, functionality, and technical specifications

5. Purchase and Sale: Terms of the token sale including price, payment method, and minimum/maximum purchase amounts

6. Closing Conditions: Conditions precedent to the token sale closing, including KYC/AML requirements

7. Token Delivery: Process and timing of token delivery, wallet requirements, and technical procedures

8. Representations and Warranties: Statements of fact and assurances from both parties

9. Risk Factors: Disclosure of risks associated with the token purchase

10. Compliance with Laws: Obligations regarding regulatory compliance, particularly Swiss regulations

11. Confidentiality: Provisions regarding confidential information and its handling

12. Term and Termination: Duration of the agreement and circumstances for termination

13. Miscellaneous: Standard legal provisions including governing law, jurisdiction, and notices

What sections are optional to include in a Private Token Sale Agreement?

1. Vesting Schedule: Include when tokens are subject to vesting periods

2. Lock-up Period: Include when tokens have transfer restrictions or lock-up periods

3. Token Utility: Include when tokens have specific utility functions or use cases

4. Project Milestones: Include when token delivery or rights are tied to project developments

5. Resale Restrictions: Include when there are specific limitations on token resale

6. Tax Considerations: Include when specific tax implications need to be addressed

7. Smart Contract Terms: Include when smart contracts are used for token distribution

8. Staking Provisions: Include when tokens can be staked or have staking requirements

What schedules should be included in a Private Token Sale Agreement?

1. Token Specifications: Technical details of the token, including smart contract specifications

2. KYC/AML Procedures: Detailed procedures for identity verification and compliance

3. Purchase Price Calculation: Methodology for determining token price and any applicable discounts

4. Wallet Requirements: Technical specifications for compatible wallets and transfer procedures

5. Risk Factors: Detailed description of all risks associated with the token purchase

6. Project Roadmap: Detailed timeline of project development and token-related milestones

7. Form of Purchaser Certificate: Template for purchaser representations and confirmations

8. Privacy Policy: Detailed privacy and data protection procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Switzerland

Publisher

Genie AI

Document Type

Sale Agreement

Cost

Free to use

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