Private Token Sale Agreement for the United States

Private Token Sale Agreement Template for United States

A Private Token Sale Agreement is a legal contract governed by U.S. federal and state securities laws that establishes the terms and conditions for the private sale of digital tokens or cryptocurrencies. This document ensures compliance with SEC regulations, particularly Regulation D, and includes essential elements such as investor accreditation requirements, transfer restrictions, risk disclosures, and token specifications. It's designed to protect both the issuer and purchaser while maintaining regulatory compliance in the U.S. jurisdiction.

Your data doesn't train Genie's AI

You keep IP ownership of your information

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Download a Standard Template

4.6 / 5
4.8 / 5
Access for free
OR

Alternatively: Run an advanced review of an existing
Private Token Sale Agreement

Let Genie AI's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
Upload your Doc

What is a Private Token Sale Agreement?

The Private Token Sale Agreement is essential for companies and projects conducting private sales of digital tokens in the United States. This document is specifically designed to comply with U.S. securities laws, particularly SEC Regulation D exemptions for private placements. It includes comprehensive terms covering token pricing, delivery mechanisms, purchaser qualifications, transfer restrictions, and risk factors. The agreement is crucial for maintaining regulatory compliance while protecting the interests of both token issuers and purchasers in private token sales.

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

1. Parties: Identification of the token issuer and purchaser, including legal names and addresses

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

3. Definitions: Key terms used throughout the agreement, including technical cryptocurrency terminology

4. Token Purchase Terms: Details of the token sale including price, quantity, payment method, and delivery mechanism

5. Representations and Warranties: Statements of fact and promises by both parties, including purchaser's accredited investor status

6. Transfer Restrictions: Limitations on token transfer and resale restrictions

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

8. Governing Law: Jurisdiction and applicable law

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

1. Token Vesting Schedule: Timeline for token release and vesting provisions for gradual token distribution

2. Project Milestones: Development targets and associated token release conditions tied to project achievements

3. KYC/AML Provisions: Detailed compliance requirements for Know Your Customer and Anti-Money Laundering procedures

4. Tax Considerations: Specific tax treatment and obligations related to token purchase and ownership

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

1. Token Specifications: Technical details of the token including smart contract address and functionality

2. Purchase Price Schedule: Detailed breakdown of token pricing and payment terms

3. Risk Disclosure Statement: Comprehensive list of risk factors and disclaimers

4. Accredited Investor Questionnaire: Form to verify purchaser's accredited investor status

5. Project White Paper: Technical and business overview of the token project

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 | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Sale Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Securities Act of 1933: Primary federal legislation governing the initial offering and sale of securities, requiring registration unless an exemption applies. Critical for determining token classification as a security.

Securities Exchange Act of 1934: Regulates secondary market trading of securities and establishes SEC oversight. Relevant for token trading and ongoing compliance obligations.

Regulation D: Provides exemptions from securities registration requirements, particularly Rule 506(b) for private placements to accredited investors.

Regulation S: Provides rules for offshore securities offerings and sales outside the United States.

Bank Secrecy Act (BSA): Requires financial institutions to assist government agencies in detecting and preventing money laundering, including cryptocurrency transactions.

Money Transmitter Laws: State and federal regulations governing entities that transfer or convert money, including digital assets.

Commodity Exchange Act: Federal regulations governing commodity trading, relevant if tokens are classified as commodities under CFTC jurisdiction.

USA PATRIOT Act: Enhances BSA requirements and establishes additional AML obligations for financial institutions and cryptocurrency businesses.

Federal Trade Commission Act: Protects consumers against unfair or deceptive practices in commerce, including digital asset transactions.

Internal Revenue Code: Governs taxation of cryptocurrency transactions and token sales, including capital gains and income tax implications.

Blue Sky Laws: State-specific securities regulations that must be complied with in addition to federal securities laws.

State Privacy Laws: Various state-specific regulations governing data privacy and protection of personal information collected during token sales.

Howey Test: Supreme Court framework for determining whether a transaction qualifies as an investment contract and thus a security under federal law.

FinCEN Regulations: Financial Crimes Enforcement Network guidelines for cryptocurrency businesses, including registration and reporting requirements.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Unregistered Agreement Of Sale With Possession

A U.S. legal document facilitating property sale with immediate possession transfer before sale completion.

find out more

Sales And Purchase Agreement Word Document

A U.S.-governed agreement detailing terms and conditions for the sale and purchase of goods or assets between parties.

find out more

Contracts Of Sales And Investments

A U.S.-governed legal agreement combining sales and investment terms, compliant with federal and state securities laws and the UCC.

find out more

Contract Of Sale Document

A U.S.-governed legal agreement documenting the terms and conditions for the sale of goods between a seller and buyer.

find out more

Agreement For Sale And Agreement To Sell

A U.S.-governed contract combining immediate sale terms and future sale commitments, detailing transfer of goods or property between parties.

find out more

Horse Sale Contract With Buy Back

A U.S. contract governing horse sale with provisions for the seller to repurchase under specified conditions.

find out more

Bill Of Sale For Business Assets

A U.S. legal document that transfers ownership of business assets from seller to buyer, detailing the terms and conditions of the sale.

find out more

Registered Agreement For Sale Of Property

A legally binding agreement for real property sale and transfer in the United States, meeting federal and state registration requirements.

find out more

Agreement For Sale And Agreement Of Sale

A U.S. legal document combining an agreement to sell and sale agreement, governing the terms of a sale transaction under U.S. federal and state laws.

find out more

Sales Draw Agreement

A U.S. legal agreement establishing terms for guaranteed payments (draws) against future sales commissions.

find out more

Land Contracts For Sale

A U.S. legal agreement where property is sold through seller financing with installment payments, governed by federal and state real estate laws.

find out more

Horse Sale Contract With Deposit

A U.S. legal agreement for horse sales with deposit arrangements, complying with state equine laws and the UCC.

find out more

Buy Sell Agreement Corporation

A U.S.-governed legal agreement establishing terms and conditions for corporate share transfers and sales between shareholders and the corporation.

find out more

Art Purchase And Sale Agreement

A U.S.-governed contract documenting the terms and conditions for the sale and purchase of artwork, ensuring legal compliance and protection for all parties.

find out more

Agreement For Sale Of Hypothecated Vehicle

A U.S.-compliant agreement governing the sale of a vehicle with an existing lien or hypothecation.

find out more

Simple Contract For Buying A House From Owner

A U.S. legal agreement for direct property sales between owner and buyer without real estate agent involvement.

find out more

Future Receipts Sale Agreement

A U.S.-governed agreement for the sale of future business receipts in exchange for immediate capital, structured as a purchase rather than a loan.

find out more

Employment Agreement After Sale Of Business

A U.S. employment agreement establishing new terms between an acquiring company and transferred employees following a business acquisition.

find out more

Consulting Agreement After Sale Of Business

A U.S.-governed agreement defining consulting services provided by a former business owner to the acquiring company after a business sale.

find out more

Contract Of Sale Condominium Unit

A U.S. legal agreement for the purchase and sale of a condominium unit, outlining terms, conditions, and obligations of the transaction.

find out more

Lease Option Agreement For Sale

A U.S. legal agreement combining property lease terms with an option to purchase at a predetermined price and timeframe.

find out more

Seller Rent Back Agreement Form

A U.S. legal document establishing terms for a property seller to temporarily rent back their sold property from the new owner.

find out more

Agreement To Sell And Purchase

A U.S.-governed contract documenting the terms and conditions for the sale and purchase of goods, property, or assets between parties.

find out more

Patent Sale Agreement

A U.S.-governed agreement for the transfer of patent ownership rights from seller to purchaser.

find out more

Old Vehicle Sale Agreement

A U.S. legal agreement documenting the sale and transfer of ownership of a used vehicle between parties.

find out more

Laptop Sale Agreement

A U.S.-governed agreement for the sale and purchase of a laptop computer, including terms, conditions, and warranties.

find out more

Agreement Of Sale With Possession

A US legal document combining property sale terms with possession arrangements, commonly used in real estate transactions where possession and closing dates differ.

find out more

Sales Manager Agreement

A U.S.-compliant employment contract defining terms, compensation, and duties for sales manager positions.

find out more

Vessel Purchase And Sale Agreement Form

A legally binding agreement for the sale and purchase of marine vessels under U.S. maritime law and regulations.

find out more

Sale Lease Back Agreement

A U.S.-governed agreement where an owner sells an asset and immediately leases it back from the buyer for continued use.

find out more

Business Sale Deposit Contract

A U.S.-compliant legal agreement governing the deposit payment and terms in a business sale transaction.

find out more

Immovable Property Sale Agreement

A legally binding agreement under U.S. law that documents the terms and conditions for the sale and purchase of real property.

find out more

Tripartite Agreement For Sale Of Property

A U.S. legal agreement between three parties for property sale, typically involving a seller, buyer, and financial institution or developer.

find out more

Scrap Sale Agreement

A U.S.-governed contract establishing terms for the sale and purchase of scrap materials, including specifications, pricing, and regulatory compliance.

find out more

Private Token Sale Agreement

A U.S.-compliant legal agreement governing the private sale of digital tokens between issuers and qualified purchasers.

find out more

House Sale Contract Form

A legally binding agreement used in the United States for residential property sales, conforming to federal and state-specific real estate laws.

find out more

Binding Employment Contract

A US-compliant employment agreement establishing terms and conditions between employer and employee.

find out more

Bill Of Sale Contract With Payments

A U.S. legal document combining property transfer documentation with structured payment terms and conditions.

find out more

Agreement Of Sale And General Power Of Attorney

A U.S. legal document combining property sale terms with power of attorney authorization for transaction completion.

find out more

Share Profit Agreement

A U.S.-governed agreement establishing terms and mechanisms for profit sharing between multiple parties, including calculation methods and distribution rights.

find out more
See more related templates

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

We are ISO27001 certified, so your data is secure

Organizational security:

You retain IP ownership of your documents and their information

You have full control over your data and who gets to see it

2 Docs LeftAccess Now