Token Sale Agreement for the United States

Token Sale Agreement Template for United States

A Token Sale Agreement is a legally binding contract that governs the sale and purchase of digital tokens. In the United States, this agreement must comply with federal securities laws, including SEC regulations, and various state-specific requirements. The document outlines the terms of the token sale, including price, quantity, delivery mechanics, representations and warranties, compliance requirements, and risk factors. It also addresses crucial regulatory considerations such as KYC/AML requirements and securities law compliance.

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What is a Token Sale Agreement?

The Token Sale Agreement serves as the primary legal framework for conducting token sales in the United States. This document is essential when organizations seek to issue digital tokens, whether as security tokens, utility tokens, or other forms of digital assets. The agreement must carefully navigate complex regulatory requirements, including SEC regulations, state securities laws, and federal financial regulations. A well-structured Token Sale Agreement helps protect both issuers and purchasers while ensuring compliance with applicable laws and regulations. It typically includes detailed provisions about token mechanics, purchase terms, regulatory compliance, and risk disclosures.

What sections should be included in a Token Sale Agreement?

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

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

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

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

5. Representations and Warranties: Statements of fact and assurances from both parties, including regulatory compliance

6. Risk Factors: Disclosure of risks associated with token purchase and cryptocurrency investments

7. Compliance Requirements: KYC/AML obligations and other regulatory requirements

8. Governing Law: Jurisdiction and applicable law governing the agreement

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

1. Token Lockup: Provisions for vesting or restriction periods for token transfers, used when tokens have vesting schedules or transfer restrictions

2. Token Rights: Specific rights or utilities associated with the tokens, included for utility tokens or tokens with specific features

3. Staking Provisions: Terms related to token staking mechanisms, included when the token includes staking functionality

4. Smart Contract Terms: Technical details about smart contract functionality, included when smart contracts are part of the token mechanism

What schedules should be included in a Token Sale Agreement?

1. Token Economics: Detailed breakdown of token distribution and economics

2. Technical Whitepaper: Technical description of the token and its functionality

3. KYC/AML Procedures: Detailed compliance procedures and requirements

4. Risk Disclosure Statement: Comprehensive list of risks and disclaimers

5. Smart Contract Specifications: Technical details of smart contract implementation

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 law governing the initial offering and sale of securities, requiring registration unless an exemption applies. Critical for determining if the token qualifies as a security.

Securities Exchange Act of 1934: Regulates secondary market trading and establishes SEC oversight. Relevant for token trading and ongoing reporting requirements.

SEC Howey Test: Legal framework used to determine whether a transaction qualifies as an investment contract and thus a security. Essential for token classification.

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

Anti-Money Laundering (AML) Regulations: Framework for preventing the conversion of illegally obtained funds into legitimate assets, applicable to token sales.

Know Your Customer (KYC) Requirements: Mandatory procedures to verify the identity of token purchasers and assess their risk profiles.

Commodity Exchange Act: Federal regulations governing commodity futures and derivatives markets, relevant if tokens are classified as commodities.

State Blue Sky Laws: State-specific securities regulations that may require additional registration or exemption requirements for token sales.

State Money Transmitter Laws: State-level regulations governing businesses that transfer or exchange money, potentially applicable to token sales.

IRS Notice 2014-21: IRS guidance on the tax treatment of virtual currencies and digital assets, crucial for tax compliance in token sales.

ESIGN Act: Federal law ensuring the legal validity of electronic signatures and records in token sale agreements.

UETA: Uniform Electronic Transactions Act providing state-level framework for electronic signatures and records.

Federal Trade Commission Act: Prohibits deceptive practices in commerce, relevant for token marketing and sales representations.

FinCEN Regulations: Financial Crimes Enforcement Network guidelines for virtual currency businesses and compliance requirements.

SEC DAO Report: SEC guidance specifically addressing the application of securities laws to blockchain-based tokens and organizations.

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

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