Token Sale Agreement Template for United States

A Token Sale Agreement spells out the terms and conditions when someone buys digital tokens or cryptocurrencies from a project or company in the Philippines. This legal contract protects both the token issuer and buyers by clearly stating the token's price, purchase amount, and delivery details.

Under Philippine SEC guidelines, these agreements must include investor safeguards, anti-money laundering provisions, and clear disclosures about the token's features and risks. They also specify refund conditions, trading restrictions, and what happens if the project fails to meet its goals - making them essential for compliant crypto fundraising in the local market.

Use a Token Sale Agreement when launching a cryptocurrency or digital token offering in the Philippines to protect your startup and maintain legal compliance. This critical document becomes necessary before accepting any investment funds, especially when dealing with both local and international buyers through Initial Coin Offerings (ICOs) or Security Token Offerings (STOs).

The agreement proves essential during fundraising rounds, token pre-sales, or when structuring blockchain-based investment opportunities. Philippine companies must have it in place before marketing tokens to investors, as it helps meet SEC requirements, prevents regulatory issues, and creates a clear framework for resolving disputes about token rights and obligations.

• Basic Token Sale Agreement: Covers fundamental terms for utility token sales, including purchase price, distribution schedule, and basic investor rights
• Security Token Agreement: Enhanced version with SEC-compliant provisions for tokens classified as securities under Philippine regulations
• Platform-Specific Agreement: Tailored for specific blockchain platforms like Ethereum or Binance Smart Chain, with technical specifications and network requirements
• Hybrid Token Agreement: Combines features of utility and security tokens, with flexible terms for evolving regulatory compliance
• Pre-Sale Agreement: Modified version for early-stage token sales with special pricing and vesting schedules for early investors

• Token Issuers: Startups, tech companies, or blockchain projects raising funds through token sales in the Philippines, responsible for drafting and executing the agreement
• Legal Counsel: Corporate lawyers who ensure compliance with SEC regulations and draft terms that protect both issuer and investor interests
• Token Purchasers: Individual or institutional investors buying digital tokens, who must understand and agree to sale terms, restrictions, and risks
• Cryptocurrency Exchanges: Platforms that may need to verify compliance with agreement terms before listing tokens
• SEC Officials: Regulators who review agreements for compliance with Philippine securities laws and investor protection guidelines

• Token Details: Document the token's technical specifications, total supply, distribution schedule, and pricing structure
• Legal Framework: Confirm SEC registration requirements and classify your token as utility or security under Philippine regulations
• Investor Requirements: Define eligibility criteria, KYC procedures, and investment limits for both local and foreign participants
• Sale Mechanics: Outline payment methods, token delivery process, and lockup periods
• Risk Disclosures: List potential risks, project milestones, and use of proceeds
• Compliance Checks: Our platform helps ensure your agreement includes all mandatory elements and meets Philippine legal standards

• Token Description: Detailed specifications of the digital asset, including technical features and utility
• Purchase Terms: Price, payment methods, minimum/maximum purchase limits, and token distribution timeline
• Investor Rights: Voting privileges, profit-sharing mechanisms, and transfer restrictions under Philippine securities laws
• Risk Disclosures: Comprehensive list of potential risks, market volatility, and regulatory uncertainties
• KYC Requirements: Anti-money laundering procedures and investor verification protocols
• Dispute Resolution: Philippine jurisdiction clause, arbitration procedures, and governing law
• Termination Conditions: Refund mechanisms, project failure scenarios, and investor protection measures

A Token Sale Agreement differs significantly from a Simple Agreement for Future Tokens (SAFT) in several key aspects, though both are used in cryptocurrency fundraising. Understanding these differences is crucial for Philippine companies planning token-based fundraising.

• Timing of Token Delivery: Token Sale Agreements handle immediate token transfers, while SAFTs promise future token delivery once the network launches
• Regulatory Treatment: SAFTs are typically considered investment contracts under Philippine securities laws, while Token Sale Agreements can cover both utility and security tokens
• Risk Profile: SAFTs carry higher risk as they're used for pre-development projects, while Token Sale Agreements deal with existing tokens
• Investment Structure: Token Sale Agreements provide direct ownership, while SAFTs offer conversion rights based on future events or milestones