[{"data":1,"prerenderedAt":518},["ShallowReactive",2],{"document-simple-agreement-for-future-equity-safe-D13395":3},{"document":4,"label":20,"preview":11,"thumb":21,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":22,"breadcrumb":26,"related":34,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":517},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"SIMPLE AGREEMENT FOR FUTURE EQUITY (SAFE) This Simple Agreement for Future Equity (the \"Agreement\" or \"SAFE\") is effective [DATE], BETWEEN: [NAME OF THE COMPANY], (the \"Company\"), a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF THE INVESTOR], (the \"Investor\") an individual with their main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Collectively, the Company and Investor shall be referred to as the \"Parties.\" WHEREAS this certifies that in exchange for the payment by [NAME OF INVESTOR] (the \"Investor\") of [AMOUNT OF INVESTMENT] (the \"Purchase Amount\") on or about [APPROXIMATE DATE OF INVESTMENT], [YOUR COMPANY NAME], a [STATE OF INCORPORATION] corporation (the \"Company\"), hereby issues to the Investor the right to certain shares of the Company's capital stock, subject to the terms set forth below. The \"Valuation Cap\" of this SAFE is [AMOUNT]. NOW THEREFORE in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: DEFINITIONS \"Change of Control\" means: (i) a transaction or series of related transactions in which any person or group becomes the beneficial owner, directly or indirectly, of more than 50% of the outstanding voting securities of the Company, having the right to vote for the election of members of the Company's board of directors, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company. \"Company Capitalization\" means the sum of: (i) all shares of the Company's capital stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other SAFEs, and (C) convertible promissory notes; and (ii) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, including any equity incentive or similar plan created or increased in connection with the Equity Financing. \"Common Stock\" means the common stock of the Company. \"Distribution\" means the transfer to holders of the Company's capital stock by reason of their ownership of such stock of cash or other property without consideration, whether by way of dividend or otherwise, other than dividends on the Common Stock payable in Common Stock, or the purchase or redemption of shares of the Company by the Company or its subsidiaries for cash or property other than: (i) repurchases of the Common Stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase, (ii) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to rights of first refusal contained in agreements providing for such right, and (iii) repurchases of capital stock of the Company in connection with the settlement of disputes with any stockholder. \"Dissolution Event\" means: (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company's creditors, or (iii) any other liquidation, dissolution or winding up of the Company (excluding a Liquidity Event), whether voluntary or involuntary. \"Equity Financing\" means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells shares of preferred stock of the Company at a fixed pre-money valuation. \"Initial Public Offering\" means the closing of the Company's first firm commitment underwritten initial public offering of the Common Stock pursuant to a registration statement filed under the Securities Act of [STATE/PROVINCE], as amended (the \"Securities Act\"). \"Liquidity Capitalization\" means all shares of the Company's capital stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (i) all shares of the Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company; (ii) this instrument, (iii) all other SAFEs, and (iv) convertible promissory notes. \"Liquidity Event\" means a Change of Control or an Initial Public Offering. \"Liquidity Price\" means the price per share equal to the quotient obtained by dividing (i) the Valuation Cap by (ii) the Liquidity Capitalization as of immediately prior to the Liquidity Event. \"Pro Rata Rights Agreement\" means a written agreement between the Company and the Investor (and holders of other SAFEs, as appropriate) giving the Investor a right to purchase its pro rata share of private placements of securities by the Company occurring after the Equity Financing, subject to customary exceptions. Pro rata for purposes of the Pro Rata Rights Agreement will be calculated based on the ratio of (a) the number of shares of capital stock of the Company owned by the Investor immediately prior to the issuance of the securities to (b) the total number of shares of outstanding capital stock of the Company on a fully diluted basis, calculated as of immediately prior to the issuance of the securities. \"SAFE\" means an instrument containing a future right to the Company's capital stock, similar in form and content to this instrument, purchased by investors for the purpose of funding the Company's business operations. \"SAFE Preferred Stock\" means the shares of a series of the Company's preferred stock issued to the Investor in an Equity Financing, which will have the identical rights, privileges, preferences and restrictions as the shares of Standard Preferred Stock, other than with respect to the per share liquidation preference, which will equal the SAFE Price or the Discount Price (as applicable), as well as price-based anti-dilution protection and dividend rights, which will be based on such SAFE Price or the Discount Price (as applicable). \"SAFE Price\" means the price per share equal to the quotient obtained by dividing (i) the Valuation Cap by (ii) either (A) the Company Capitalization as of immediately prior to the Equity Financing or (B) the capitalization of the Company used to calculate the price per share of the Standard Preferred Stock, whichever calculation results in a lower price. \"Standard Preferred Stock\" means the shares of a series of the Company's preferred stock issued to the investors investing new money in the Company in connection with the initial closing of the Equity Financing. EQUITY FINANCING EVENT If there is an Equity Financing Event before the expiration or termination of this instrument, the Company will automatically issue to the Investor either: a number of shares of Standard Preferred Stock sold in the Equity Financing equal to the Purchase Amount divided by the price per share of the Standard Preferred Stock, if the pre-money valuation is less than or equal to the Valuation Cap; or ",null,"Simple Agreement For Future Equity Safe","8",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/simple-agreement-for-future-equity-safe-D13395.png","https://templates.business-in-a-box.com/imgs/250px/13395.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13395.xml",{"title":15,"description":6},"simple agreement for future equity safe",[17],{"label":18,"url":19},"Business Plan Kit","/templates/business-plan-kit/","Simple Agreement For Future Equity Safe Template","https://templates.business-in-a-box.com/imgs/400px/13395.png",[23,17],{"label":24,"url":25},"Templates","/templates/",[27,28,31],{"label":24,"url":25},{"label":29,"url":30},"Legal Agreements","/templates/business-legal-agreements/",{"label":32,"url":33},"Equity & Mergers","/templates/equity-and-mergers/",[35,39,43,47,51,55,59,63,67,71,75,79,83,99,114,129,146,161],{"label":36,"url":37,"thumb":38,"extension":10},"Shared Equity Agreement","/template/shared-equity-agreement-D12875","https://templates.business-in-a-box.com/imgs/250px/12875.png",{"label":40,"url":41,"thumb":42,"extension":10},"Phantom Equity Agreement","/template/phantom-equity-agreement-D14030","https://templates.business-in-a-box.com/imgs/250px/14030.png",{"label":44,"url":45,"thumb":46,"extension":10},"Asset Purchase Agreement Simple","/template/asset-purchase-agreement-simple-D859","https://templates.business-in-a-box.com/imgs/250px/859.png",{"label":48,"url":49,"thumb":50,"extension":10},"Simple Accounting Services Agreement","/template/simple-accounting-services-agreement-D13529","https://templates.business-in-a-box.com/imgs/250px/13529.png",{"label":52,"url":53,"thumb":54,"extension":10},"Equity Distribution Agreement","/template/equity-distribution-agreement-D13266","https://templates.business-in-a-box.com/imgs/250px/13266.png",{"label":56,"url":57,"thumb":58,"extension":10},"Safe Driving Policy","/template/safe-driving-policy-D13767","https://templates.business-in-a-box.com/imgs/250px/13767.png",{"label":60,"url":61,"thumb":62,"extension":10},"Equity Participation Plan","/template/equity-participation-plan-D13012","https://templates.business-in-a-box.com/imgs/250px/13012.png",{"label":64,"url":65,"thumb":66,"extension":10},"Diversity Equity and Inclusion Policy","/template/diversity-equity-and-inclusion-policy-D13330","https://templates.business-in-a-box.com/imgs/250px/13330.png",{"label":68,"url":69,"thumb":70,"extension":10},"Simple Menu Template","/template/simple-menu-template-D13775","https://templates.business-in-a-box.com/imgs/250px/13775.png",{"label":72,"url":73,"thumb":74,"extension":10},"Termination of Future Guaranty","/template/termination-of-future-guaranty-D301","https://templates.business-in-a-box.com/imgs/250px/301.png",{"label":76,"url":77,"thumb":78,"extension":10},"Equity Accumulation Plan","/template/equity-accumulation-plan-D13223","https://templates.business-in-a-box.com/imgs/250px/13223.png",{"label":80,"url":81,"thumb":82,"extension":10},"Equity Incentive Plan","/template/equity-incentive-plan-D13224","https://templates.business-in-a-box.com/imgs/250px/13224.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":9,"extension":10,"preview":87,"thumb":88,"svgFrame":89,"seoMetadata":90,"parents":92,"keywords":91,"url":98},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":91,"description":6},"non disclosure agreement nda",[93,95],{"label":29,"url":94},"business-legal-agreements",{"label":96,"url":97},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":103,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":108,"keywords":112,"url":113},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[109],{"label":110,"url":111},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":115,"descriptionCustom":6,"label":116,"pages":117,"size":9,"extension":10,"preview":118,"thumb":119,"svgFrame":120,"seoMetadata":121,"parents":123,"keywords":122,"url":128},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. 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Subject to the terms and conditions hereof, the Investor hereby subscribes to purchase that number of shares of common stock, par value [$____] per share, of the Company (the \"Common Stock\") set forth on the signature page of this Agreement at a purchase price of $____ per share (\"Purchase Price\"). Payment for the Common Stock shall be made in cash or by certified bank or cashier's check payable in immediately available funds in the amount of the Purchase Price made payable to the order of the Company and such payment shall be delivered on or prior to the execution and delivery of this Agreement. TERMS OF SUBSCRIPTION The Investor acknowledges and agrees that this Agreement is made subject to the following terms and conditions: The Investor hereby intends that his signature hereon shall constitute a subscription to the Company for the number of shares of Common Stock specified on the signature page of this Agreement. This subscription for the purchase of Common Stock is subject to acceptance by the Company and does not, prior to acceptance, bind the Company to sell the shares of Common Stock to the Investor. The Company shall have the right to accept or reject this subscription, in whole or in part, in its sole and absolute discretion for any reason. This subscription is and shall be irrevocable unless and until (i) this subscription is for any reason rejected, or (ii) this Agreement is terminated. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF INVESTOR The Investor hereby represents, warrants, and covenants to the Company that: The Investor acknowledges that the Investor has been advised and understands that the Common Stock to be acquired pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the \"Securities Act\"), or registered or qualified under the securities laws of any other jurisdiction and are being sold in reliance upon an exemption from registration under such laws. Accordingly, the Investor understands that the Investor may not sell, pledge, hypothecate, dispose of, or otherwise transfer (a \"Transfer\") the Common Stock unless such shares are subsequently registered and qualified under such laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available. The Investor further understands that (i) the Stockholders' Agreement, dated ____, 20___, by and among the Company and the shareholders identified therein (the \"Stockholders s Agreement\") contains certain restrictions on any Transfer of the Common Stock, and (ii) any Transfer that is permitted under the Stockholders Agreement must satisfy certain legal, procedural and other requirements. The Investor is the sole and true party in interest, and is acquiring the Common Stock solely for his or her own account, not as a nominee, agent, or representative for any person, for investment purposes only, and not with an intent or a view to the sale or distribution of any part thereof within the meaning of Section 2(a)(11) of the Securities Act. By executing this Agreement, the Investor further represents that he or she does not have any present intent of making a Transfer of, granting a participation in, or otherwise distributing the Common Stock in a manner contrary to the Securities Act or the securities laws of any other applicable jurisdictions, nor does the Investor have any contract, undertaking, agreement, or arrangement with any person to Transfer, grant any participation in, or otherwise distribute any of the Common Stock to such person. The Investor does not presently have any reason to anticipate any change in circumstances or other particular occasion or event which would cause the Investor to need to sell the Common Stock, except in compliance with the terms of this Agreement, the Stockholders Agreement, and the securities laws of all applicable jurisdictions. The Investor understands and acknowledges that only the Company can register the Common Stock under applicable securities laws; the Company does not intend to register the Common Stock under the Securities Act or the securities laws of any other jurisdiction; no public market for the Common Stock is expected to develop; and, as a result, an investment in the Common Stock may not be liquid and the Investor must bear the economic risk of the investment indefinitely. In this regard, the Investor further represents that the Investor has adequate means of providing for the Investor's current needs and possible personal contingencies; the Investor can afford to bear the economic risk of holding the Common Stock for an indefinite period of time; and the Investor has no need for liquidity in the Investor's investment in the Common Stock. The Investor has the net worth sufficient to bear the risks of and to sustain a complete loss of the Investor's entire investment in the Company. The Investor hereby agrees that it will not, directly or indirectly, offer to Transfer or to Transfer any shares of Common Stock (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any shares of Common Stock), except in compliance with this Agreement and the Securities Act, the securities laws of all other applicable jurisdictions, and the rules and regulations promulgated thereunder. The Investor recognizes that in the future the Company may not satisfy the requirements which would permit the undersigned to sell the Common Stock pursuant to Rule 144 promulgated under the Securities Act. The Investor further acknowledges that it has, alone or together with its purchaser representative (\"Purchaser Representative\"), sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of the prospective investment in the Common Stock. The Investor recognizes that an investment in the Common Stock and in the Company involves certain risks, and the Investor has taken full cognizance of, understands, and is willing to bear the risks related to the purchase of the Common Stock [including, without limitation, those risk factors set forth in Attachment A to this Agreement, which Attachment A is incorporated herein by reference]. The Investor is aware and understands that no federal or state agency has made any finding or determination as to the fairness of this offering nor has made any recommendation or endorsement of the Common Stock. The Investor represents and confirms that the address set forth on the signature page is the Investor's true and correct residence, and that the Investor has no present intention of becoming a resident of any other state or jurisdiction. The social security number set forth on the signature page hereof is the Investor's true and correct social security number. The Investor confirms that prior to the sale of the Common Stock to the Investor pursuant to this Agreement, the Investor and the Investor's Purchaser Representative, if any: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Common Stock pursuant to this Agreement; (ii) has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the sale of the Common Stock by the Company; and (iii) has been given the opportunity to obtain any additional information which the Investor or the Investor's Purchaser Representative, if any, deems necessary to verify the accuracy of the information supplied to them","Subscription Agreement","9","https://templates.business-in-a-box.com/imgs/1000px/subscription-agreement-D12537.png","https://templates.business-in-a-box.com/imgs/250px/12537.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12537.xml",{"title":137,"description":6},"subscription agreement",[139,142],{"label":140,"url":141},"Finance & Accounting","finance-accounting",{"label":143,"url":144},"Buy & Sell Shares","buy-sell-shares","/template/subscription-agreement-D12537",{"description":147,"descriptionCustom":6,"label":148,"pages":86,"size":149,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":154,"keywords":159,"url":160},"TERM SHEET Issue: [Venture Capital FIRM] (\"VC\") and/or any member of its corporate group (\"the VC Group\") will purchase up to [AMOUNT] Series A Convertible Preferred Stock (\"Series A\") newly issued by [YOUR COMPANY NAME] (the \"Company\") at a price per share of [PRICE] (the \"Purchase Price\"). In addition, other investors shall purchase at least [AMOUNT] but not more than [AMOUNT] of newly issued Series A at the Purchase Price. The shares of Series A will be convertible at any time at the option of the holder into common shares of the Company (\"Common Stock\") on a one-for-one basis, adjusted for future share splits. The Purchase Price equates to a pre-money valuation of [VALUATION]. The calculation is based on [NUMBER] fully diluted shares of Common Stock. If the number of shares issued, or stock awards/options authorized increases before the closing the price per share for Series A Convertible Preferred Stock shall be reduced so that the pre-money valuation is unchanged. The Series A Convertible Preferred Stock shall be referred to herein as the \"Preferred Stock.\" Dividend: The Preferred Stock is entitled to an annual [AMOUNT] per share dividend, payable when and if declared by the Board of Directors, but prior to any payment on Common Stock; dividends are not cumulative. Liquidation Preference: The Series A will have a liquidation preference so that proceeds on a merger, sale or liquidation (including non-cumulative dividends) will first be paid to the Series A and will include a [%] per annum compounding guaranteed return calculated on the total amount invested. Upon completion of an additional round of funding of at least [AMOUNT] the compounding guaranteed return feature will expire. The liquidation preference will cease to operate if the proceeds due to Series A, on a merger, sale or liquidation on an as-converted basis, exceed the proceeds that would be due under the liquidation preference. Use of Proceeds: The funds raised by Series A will be used principally for general working capital purposes. Voting Rights: The holders of the Series A shall have the right to vote with the Common Stock on an as-if-converted basis. Redemption: If not previously converted, the Series A is to be redeemed in three equal successive annual installments beginning [DATE]. Redemption will be at the purchase price plus a [%] per annum cumulative guaranteed return. Pre-emptive Rights: Holders of the Preferred Stock will be granted rights to participate in future equity financings of the Company based upon their pro-rata, as-if-converted, ownership of the Company. Automatic Conversion: The Preferred Stock shall be automatically converted into Common Stock at the then applicable conversion rate (1:1 assuming no share splits) in the event of an underwritten public offering of shares of the Company at a total offering of not less than [AMOUNT] and at a per share public offering price of not less than three times the Series A purchase price per share, adjusted for splits. Anti-Dilution: Series A shall have weighted average anti-dilution, based on a weighted average formula to be agreed, for all securities purchased as part of this transaction (excluding shares, options and warrants issued for management incentive and small issues for strategic purposes of under [NUMBER] shares). Management Options: Simultaneously with this transaction, one million new shares shall expand the Company's management incentive stock option pool - bringing the total number of shares issued and stock incentives (awards and options) authorized to [NUMBER OF SHARES]. Rights of First Offer; Tag-Along: The Company and the Investors will have a right of first refusal with respect to any employee's shares proposed to be resold. Alternatively, the Investors will have the right to participate in the sale of any such shares to a third party (co-sale rights), which rights will terminate upon a public offering. Information Rights: Monthly actual vs. plan and prior year. Annual budget [NUMBER] days before beginning of fiscal year","Term Sheet",42,"https://templates.business-in-a-box.com/imgs/1000px/term-sheet-D473.png","https://templates.business-in-a-box.com/imgs/250px/473.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#473.xml",{"title":6,"description":6},[155,156],{"label":140,"url":141},{"label":157,"url":158},"Raising Capital","raising-capital","term sheet","/template/term-sheet-D473",{"description":162,"descriptionCustom":6,"label":163,"pages":164,"size":9,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":170,"keywords":169,"url":175},"RIGHTS AGREEMENT This Rights Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME], (the \"Company\") registered under the laws of [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RIGHTS AGENT NAME], (the \"Rights Agent\") registered under the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] WHEREAS, the Board of Directors have declared a dividend distribution for the Common Stock of the Company, outstanding as of the closure of the business on [DATE]; WHEREAS, the Company appoints the Rights Agent who shall issue the Rights Certificate to each of the Shareholders; WHEREAS, the Shareholders shall exercise the right to receive additional Rights given to them by the Company; WHEREAS, the Company and Rights Agent wish to evidence their contract in writing; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: DEFINITIONS \"Acquiring Person\" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates (as such term is hereinafter defined) and Associates (as such term is hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of the shares of Common Stock. A Person shall be deemed the \"Beneficial Owner\" of, and shall be deemed to \"beneficially own,\" any securities: which such Person or any of such Person's Affiliates or Associates beneficially owns, directly or indirectly; which such Person or any of such Person's Affiliates or Associates has the right or obligation to acquire (whether such right or obligation is exercisable or effective immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding. \"Business Day\" shall mean any day other than a Saturday, Sunday, or a day on which banking institutions in the [PROVINCE/STATE] of [SPECIFY PROVINCE/STATE] are authorized or obligated by law or executive order to close. \"Close of Business\" on any given date shall mean 5:00 P.M., Eastern time, on such date; provided, however, that if such date is not a Business Day it shall mean 5:00 P.M., Eastern time, on the next succeeding Business Day. \"Common Stock\" shall have the meaning set forth in the Recitals hereof, except that \"Common Stock,\" when used with reference to stock issued by any Person other than the Company, shall mean the capital stock with the greatest Voting Power, or the equity securities or other equity interest having power to control or direct the management, of such Person, or, if such Person is a Subsidiary of another Person, of the Person which ultimately controls such first-mentioned Person and which has issued such capital stock, equity securities or equity interests. \"Person\" shall mean any individual, firm, corporation, partnership, joint venture, association, trust or other entity. \"Preferred Stock\" shall mean the Series of a Participating Preferred Stock, $0.001 par value of the Company. \"Stock Acquisition Date\" shall mean the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such. A \"Subsidiary\" of any Person shall mean any corporation or other entity of which a majority of the Voting Power of the voting equity securities or voting interests is owned, directly or indirectly, by such Person, or which is otherwise controlled by such Person. \"Voting Power\" shall mean the Voting Power of all securities of the Company then outstanding and generally entitled to vote for the election of directors of the Company. APPOINTMENT OF RIGHTS AGENT The Company hereby appoints the Rights Agent to act as agent for the Company and the holders of the Rights (who, in accordance with this Agreement, shall prior to the Distribution Date also be the holders of the Common Stock) in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such Co-Rights Agents as it may deem necessary or desirable upon [NUMBER OF DAYS] days prior written notice to the Rights Agent. The Rights Agent shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of any such Co-Rights Agent. In the event the Company appoints one or more Co-Rights Agents, the respective duties of the Rights Agents and any Co-Rights Agents shall be as the Company shall determine. ISSUE OF RIGHTS CERTIFICATES Until the earlier of (i) the Stock Acquisition Date or (ii) the tenth day after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any Subsidiary of the Company, or any employee benefit plan of the Company or any of its Subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person, the Rights Agent shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit A hereto (the \"Rights Certificates\"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the \"Summary of Rights\"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates for the Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend [section 3.4]: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between the Company and the Rights Agent (the \"Rights Agreement\"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may become null and void.","Rights Agreement","15","https://templates.business-in-a-box.com/imgs/1000px/rights-agreement-D13037.png","https://templates.business-in-a-box.com/imgs/250px/13037.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13037.xml",{"title":169,"description":6},"rights agreement",[171,172],{"label":29,"url":94},{"label":173,"url":174},"Purchase & Sale Agreements","purchase-sale-agreement","/template/rights-agreement-D13037",false,{"seo":178,"reviewer":190,"quick_facts":194,"at_a_glance":197,"personas":201,"variants":226,"glossary":253,"clauses":287,"how_to_fill":334,"common_mistakes":375,"faqs":400,"industries":428,"comparisons":445,"diy_vs_lawyer":458,"jurisdictions":471,"related_template_ids_curated":492,"schema":504,"classification":505},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182},"Simple Agreement for Future Equity (SAFE) Template | Free Word Download","Free SAFE agreement template for startup fundraising. Covers valuation cap, discount rate, conversion triggers, and investor rights.","simple agreement for future equity template",[183,184,185,15,186,187,188,189],"safe agreement template","safe note template","safe agreement startup","safe investment agreement template","startup funding agreement template","safe agreement word template free","pre-seed funding agreement template",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":195,"legal_review_recommended":196,"signature_required":196},"advanced",true,{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"A Simple Agreement for Future Equity (SAFE) is a legally binding investment instrument in which an investor provides capital to a startup today in exchange for the right to receive equity at a future priced funding round, rather than debt repayment. This free Word download gives founders and investors a structured starting point they can edit online and export as PDF — covering valuation cap, discount rate, conversion mechanics, and investor rights in a compact, standardized document.\n","Use a SAFE when raising pre-seed or seed capital before your company has established a formal valuation, when you want to avoid the complexity and cost of a priced equity round, or when speed of closing is critical and both parties want to defer valuation negotiations to a later financing event.\n","The agreement covers the investment amount, valuation cap, discount rate, conversion triggers (qualified financing, liquidity event, dissolution), pro-rata rights, most-favored-nation provisions, and governing law. It also defines what constitutes a qualified financing round and how the SAFE converts into preferred stock on that trigger.\n",[202,206,210,214,218,222],{"title":203,"use_case":204,"icon_asset_id":205},"Pre-seed and seed-stage founders","Raising initial capital from angels without triggering a priced round","persona-startup-founder",{"title":207,"use_case":208,"icon_asset_id":209},"Angel investors","Deploying capital into early-stage startups quickly with minimal legal overhead","persona-angel-investor",{"title":211,"use_case":212,"icon_asset_id":213},"Venture capital funds","Issuing SAFEs for scout or accelerator program investments at scale","persona-venture-capitalist",{"title":215,"use_case":216,"icon_asset_id":217},"Startup accelerator programs","Standardizing investment terms across a cohort of portfolio companies","persona-accelerator",{"title":219,"use_case":220,"icon_asset_id":221},"Startup attorneys","Adapting the YC standard SAFE for client-specific cap or discount terms","persona-startup-attorney",{"title":223,"use_case":224,"icon_asset_id":225},"CFOs and finance leads at early-stage companies","Managing a SAFE cap table and tracking conversion obligations before Series A","persona-cfo",[227,231,234,238,242,246,249],{"situation":228,"recommended_template":229,"slug":230},"Raising from angels with no existing valuation benchmark","SAFE — Valuation Cap, No Discount","",{"situation":232,"recommended_template":233,"slug":230},"Rewarding early investors who take the most risk","SAFE — Discount Rate, No Cap",{"situation":235,"recommended_template":236,"slug":237},"Balancing investor protection with founder dilution control","SAFE — Valuation Cap and Discount Rate","simple-agreement-for-future-equity-safe-D13395",{"situation":239,"recommended_template":240,"slug":241},"Raising a bridge round from existing investors at a later stage","Convertible Note","convertible-note-agreement-D870",{"situation":243,"recommended_template":244,"slug":245},"Issuing equity immediately at a negotiated price","Stock Purchase Agreement","stock-purchase-agreement-D349",{"situation":247,"recommended_template":248,"slug":230},"Raising from a strategic corporate investor with information rights","SAFE — MFN, No Cap, No Discount",{"situation":250,"recommended_template":251,"slug":252},"Formalizing investment terms for a crowdfunding campaign","Regulation CF SAFE","safe-driving-policy-D13767",[254,257,260,263,266,269,272,275,278,281,284],{"term":255,"definition":256},"Valuation Cap","The maximum company valuation at which a SAFE converts into equity, protecting the investor from excessive dilution if the company's value grows significantly before the priced round.",{"term":258,"definition":259},"Discount Rate","A percentage reduction applied to the price per share in the next priced round, giving SAFE holders a lower effective purchase price than new investors — typically 10–25%.",{"term":261,"definition":262},"Qualified Financing","A future priced equity round meeting a minimum size threshold defined in the SAFE — typically $1M or more — that triggers automatic conversion of the SAFE into preferred stock.",{"term":264,"definition":265},"Conversion","The mechanism by which a SAFE transforms into preferred equity shares upon a qualifying event, calculated using whichever of the cap or discount produces more shares for the investor.",{"term":267,"definition":268},"Pro-Rata Rights","An investor's contractual right to participate in future funding rounds to maintain their ownership percentage, preventing dilution beyond the initial conversion.",{"term":270,"definition":271},"Most-Favored-Nation (MFN) Clause","A provision giving a SAFE holder the right to adopt any more favorable terms offered to subsequent SAFE investors before the next priced round.",{"term":273,"definition":274},"Liquidity Event","A triggering event — typically an acquisition, merger, or IPO — that causes SAFE holders to either convert to equity or receive a cash payout before common stockholders.",{"term":276,"definition":277},"Dissolution Event","A company wind-down or bankruptcy that triggers a SAFE holder's right to receive their investment back before any distributions to common stockholders, but typically after senior debt holders.",{"term":279,"definition":280},"Post-Money SAFE","A SAFE variant introduced by Y Combinator in 2018 in which the valuation cap is calculated on a post-money basis, making dilution more predictable for both founders and investors.",{"term":282,"definition":283},"Pre-Money SAFE","The original YC SAFE format in which the cap is applied on a pre-money basis, making dilution calculations more complex when multiple SAFEs are outstanding.",{"term":285,"definition":286},"Cap Table","A spreadsheet tracking all equity holders, SAFE obligations, and option pools — essential for modeling how outstanding SAFEs will dilute founders at conversion.",[288,293,297,301,306,311,315,319,324,329],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Investment Amount","States the exact dollar amount the investor is contributing and confirms the company's receipt of those funds as the consideration for the SAFE.","Investor agrees to purchase, and the Company agrees to sell, this SAFE for an aggregate purchase amount of $[INVESTMENT AMOUNT] (the 'Purchase Amount'), receipt of which is hereby acknowledged by the Company.","Leaving the investment amount as a range or subject to a later tranche without a separate amendment. Courts have found ambiguous amounts make the instrument unenforceable as a binding obligation.",{"name":255,"plain_english":294,"sample_language":295,"common_mistake":296},"Sets the maximum effective company valuation for conversion purposes, ensuring the investor receives at least a minimum equity stake regardless of how high the Series A valuation is.","The 'Valuation Cap' shall mean $[VALUATION CAP AMOUNT]. For purposes of calculating the Conversion Price, the Company's capitalization shall not be deemed to exceed the Valuation Cap.","Setting a valuation cap without modeling the resulting ownership percentage at conversion. A $5M cap sounds generous until founders realize it implies 20% dilution on a $25K check.",{"name":258,"plain_english":298,"sample_language":299,"common_mistake":300},"Defines the percentage discount the SAFE holder receives on the price per share paid by new investors in the qualifying financing round.","The 'Discount Rate' shall mean [X]%. The 'Discount Price' shall mean the price per share sold in the Qualified Financing multiplied by the Discount Rate.","Omitting the discount rate entirely when the valuation cap is very high. In a flat or down round where the cap is irrelevant, investors with no discount rate receive no conversion benefit.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Conversion on Qualified Financing","Describes the automatic conversion of the SAFE into preferred shares when the company closes a priced equity round above the qualifying threshold, and how the conversion price is calculated.","Upon the closing of a Qualified Financing, the Purchase Amount shall automatically convert into the number of shares of Standard Preferred Stock equal to the Purchase Amount divided by the lower of (i) the Discount Price or (ii) the Valuation Cap Price.","Failing to define the 'lower of' mechanic explicitly. Ambiguity here is the most frequently litigated clause in SAFE instruments — if the cap and discount both apply, the investor always converts at whichever price generates more shares.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Liquidity Event Conversion","Governs what happens to the SAFE if the company is acquired or goes public before closing a priced round — typically giving the investor a choice between cash at the purchase amount or conversion at the cap price.","In the event of a Liquidity Event prior to conversion, the Investor shall, at its election, receive either (i) a cash payment equal to the Purchase Amount, or (ii) a number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price.","Not including a multiplier for the cash payout option in a liquidity event. The standard YC post-money SAFE pays back only the purchase amount — many investors negotiate a 1× or 1.5× return floor.",{"name":276,"plain_english":312,"sample_language":313,"common_mistake":314},"Sets out the SAFE holder's rights if the company winds down or goes bankrupt before any conversion trigger — typically a priority return of the investment ahead of common stockholders.","In the event of a Dissolution Event, the Investor shall be entitled to receive, prior to and in preference to any distribution to holders of Common Stock, an amount equal to the Purchase Amount out of assets available for distribution.","Treating the SAFE as equivalent to debt in a dissolution. SAFEs are not debt instruments and typically rank below all creditors — including convertible notes — in an insolvency. Investors who misunderstand this may recover nothing.",{"name":267,"plain_english":316,"sample_language":317,"common_mistake":318},"Grants the investor the right to participate in the next priced round up to their pro-rata ownership amount, preserving their percentage stake post-conversion.","The Investor shall have the right to purchase up to its Pro-Rata Share of the securities offered in the next Qualified Financing, where 'Pro-Rata Share' means the ratio of the Purchase Amount to the Valuation Cap.","Including pro-rata rights in every SAFE without restriction. Granting pro-rata to dozens of small angel investors can complicate Series A closing, as each must be offered a participation right — some lead VCs view this as a blocker.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Most-Favored-Nation (MFN) Provision","Allows the SAFE holder to adopt any more favorable economic terms offered to future SAFE investors before the next priced round, protecting early investors from being disadvantaged by later, better-terms instruments.","If the Company issues a subsequent SAFE with terms more favorable to the purchaser than those contained herein, the Investor may elect, upon written notice to the Company, to exchange this SAFE for such subsequent SAFE.","Including MFN with no carve-outs. Without exceptions for later-stage or strategically different instruments, even a small operational investment from a strategic partner could trigger an MFN claim across all prior SAFE holders.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Representations and Warranties","The company confirms it is properly incorporated, has authority to issue the SAFE, and that the instrument does not violate existing agreements — and the investor confirms they are an accredited investor and understand the speculative nature of the investment.","The Company represents and warrants that it is duly incorporated, validly existing, and in good standing under the laws of [STATE]. The Investor represents that it is an 'accredited investor' as defined in Rule 501 of Regulation D under the Securities Act of 1933.","Skipping the accredited investor representation. Selling a SAFE to a non-accredited investor without qualifying under an applicable exemption violates federal securities law and can require rescission of the investment.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Governing Law and Dispute Resolution","Specifies the jurisdiction whose laws govern the agreement and how disputes are resolved — typically Delaware law for US startups, with court or arbitration as the chosen forum.","This SAFE shall be governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Any dispute arising under this SAFE shall be subject to the exclusive jurisdiction of the courts of [COUNTY], Delaware.","Choosing the founder's home state instead of Delaware when the company is a Delaware corporation. Applying California or New York law to a Delaware corporation creates a conflict-of-law trap that complicates enforcement.",[335,340,345,350,355,360,365,370],{"step":336,"title":337,"description":338,"tip":339},1,"Enter the company and investor legal names","Use the company's full registered legal name exactly as it appears in the Delaware (or applicable state) certificate of incorporation. Use the investor's legal name or entity name — not a trade name or fund nickname.","Confirm the exact corporate name against the most recent state filing before execution — a mismatch with the cap table entry creates cleanup work at Series A.",{"step":341,"title":342,"description":343,"tip":344},2,"Set the investment amount","Enter the specific dollar amount the investor is wiring. If the investment is arriving in tranches, issue a separate SAFE for each tranche with its own date — do not leave the amount open or contingent.","Confirm the wire amount matches what you will enter here before signing. Even a $1 discrepancy creates an amendment obligation.",{"step":346,"title":347,"description":348,"tip":349},3,"Negotiate and enter the valuation cap","Model the cap using your current cap table: divide the investment amount by the cap to estimate the investor's post-conversion ownership. A $500K investment at a $5M cap implies approximately 10% dilution — run this scenario for every SAFE in the current round.","Add all outstanding SAFEs to your cap table model before setting the cap. A cap that looks reasonable for one check may produce painful dilution when ten checks at the same cap convert simultaneously.",{"step":351,"title":352,"description":353,"tip":354},4,"Set the discount rate","Enter the agreed discount percentage — 10–25% is typical. If you are using a cap-only SAFE, remove the discount rate clause entirely rather than leaving it blank, which creates ambiguity.","For investors taking the most risk (first check in), a 20% discount is a reasonable acknowledgment — it costs founders nothing unless there is a down or flat round.",{"step":356,"title":357,"description":358,"tip":359},5,"Define the qualified financing threshold","Enter the minimum dollar amount a priced round must reach to trigger automatic conversion — $1M is standard for early-stage companies, $3M–$5M for later bridge rounds.","Set the threshold above your current SAFE round size. If you are raising $500K in SAFEs, a $500K qualified financing threshold means the SAFEs could convert on themselves — unintended and problematic.",{"step":361,"title":362,"description":363,"tip":364},6,"Confirm pro-rata rights and MFN scope","Decide whether to grant pro-rata rights. If you are issuing SAFEs to more than 10 investors, consider limiting pro-rata to checks above a defined threshold (e.g., $50K) to keep Series A logistics manageable.","Lead investors will scrutinize your cap table for pro-rata overhangs. Cleaning this up before Series A is far easier than negotiating waivers mid-round.",{"step":366,"title":367,"description":368,"tip":369},7,"Have the investor confirm accredited status","Collect a completed accredited investor questionnaire or a written representation in the SAFE before execution. For self-certification, the investor signs the accredited investor representation in the agreement itself.","Keep a copy of the accredited investor representation on file indefinitely — securities regulators can audit this years after the close.",{"step":371,"title":372,"description":373,"tip":374},8,"Execute before funds are wired","Both parties must sign the SAFE before the investment is transferred. Wire a signed copy to the investor and retain the countersigned original in your corporate records folder.","Use a timestamped e-signature platform and store the executed SAFE in the same folder as your cap table — you will need it at Series A due diligence, often on short notice.",[376,380,384,388,392,396],{"mistake":377,"why_it_matters":378,"fix":379},"Issuing SAFEs to non-accredited investors","A SAFE is a security under US federal law. Selling it to a non-accredited investor without qualifying under an exemption (e.g., Regulation CF) violates the Securities Act of 1933 and may require rescission — returning the investor's money plus interest.","Collect a completed accredited investor questionnaire before accepting any funds. If you need to accept non-accredited investors, engage a securities attorney to structure the offering under Regulation D Rule 506(b) or Regulation CF.",{"mistake":381,"why_it_matters":382,"fix":383},"Using the pre-money SAFE format without modeling multi-SAFE dilution","Pre-money SAFEs interact with each other in non-intuitive ways when multiple SAFEs convert simultaneously. Founders have discovered at Series A that their combined dilution was 15–20 percentage points higher than modeled.","Switch to the post-money SAFE (YC's 2018 version) for predictable dilution arithmetic, or build a detailed cap table model that converts all outstanding pre-money SAFEs at the expected Series A price before closing any new SAFE.",{"mistake":385,"why_it_matters":386,"fix":387},"Setting a valuation cap without running a post-conversion ownership model","A valuation cap that seems high today may imply severe founder dilution if the company raises multiple SAFEs at the same cap before a priced round — each investor converts as if they own the full cap denominator.","Model every SAFE in the current round through conversion simultaneously, using the expected Series A valuation and price per share, before finalizing the cap.",{"mistake":389,"why_it_matters":390,"fix":391},"Granting blanket pro-rata rights to every SAFE investor regardless of check size","An uncapped pro-rata pool across 20 angel investors can consume 10–15% of a Series A round before the lead investor can allocate. Some lead VCs will pass on a deal rather than navigate a crowded pro-rata table.","Limit pro-rata rights to investors above a meaningful threshold (e.g., $100K) or negotiate a total pro-rata pool cap, and include a side letter provision allowing the company to reduce pro-rata rights with investor consent.",{"mistake":393,"why_it_matters":394,"fix":395},"Failing to define 'Qualified Financing' with a specific dollar threshold","Without a clear threshold, any priced round — even a $50K angel round — could trigger conversion, forcing the company through Series A mechanics prematurely and at an unfavorable price.","Set the qualified financing threshold explicitly in dollars (e.g., 'aggregate gross proceeds of at least $1,000,000') and confirm it is well above the current SAFE round size.",{"mistake":397,"why_it_matters":398,"fix":399},"Signing after the wire has arrived","Executing a SAFE after funds are received creates a 'post-funding' consideration problem and may complicate securities law compliance, as the offer and sale must precede the transfer of funds under Regulation D.","Execute the SAFE first, then provide wire instructions. If funds arrive before signing, consult a securities attorney about whether a rescission and re-issuance is needed.",[401,404,407,410,413,416,419,422,425],{"question":402,"answer":403},"What is a Simple Agreement for Future Equity (SAFE)?","A SAFE is a short-form investment instrument that gives an investor the right to receive equity in a startup at a future priced funding round, in exchange for capital provided today. It is not a loan — it carries no interest rate or maturity date. Created by Y Combinator in 2013, it has become the most widely used early-stage investment instrument in the US startup ecosystem, replacing convertible notes for many angel and seed rounds.\n",{"question":405,"answer":406},"What is the difference between a SAFE and a convertible note?","A convertible note is debt with an interest rate and a maturity date by which it must be repaid or converted. A SAFE has no interest, no maturity date, and no repayment obligation — it converts to equity or pays out only upon a defined trigger event. SAFEs are simpler and faster to close, but investors have less downside protection than noteholders because SAFEs are not debt and rank below creditors in a dissolution.\n",{"question":408,"answer":409},"What is a valuation cap and why does it matter?","A valuation cap is the maximum company valuation at which a SAFE converts into equity. If a startup raises its Series A at a $20M valuation but an investor's SAFE has a $5M cap, the investor converts at the $5M price per share — receiving four times more shares than Series A investors at the same dollar amount. The cap is the primary economic term SAFE investors negotiate, and founders should model its dilutive impact before agreeing to any figure.\n",{"question":411,"answer":412},"What is the difference between a pre-money and post-money SAFE?","In a pre-money SAFE (the original 2013 YC format), the valuation cap is applied before including the SAFE investment itself — making dilution harder to predict when multiple SAFEs are outstanding. In a post-money SAFE (the revised 2018 YC format), the cap is calculated after the SAFE amount is included, making each investor's ownership percentage at conversion mathematically fixed and predictable. Y Combinator now recommends the post-money format for most use cases.\n",{"question":414,"answer":415},"Is a SAFE a security and do securities laws apply?","Yes. A SAFE is a security under US federal law, confirmed by the SEC in a 2017 investor bulletin. Issuers must comply with federal and state securities laws, including qualifying under a Regulation D exemption for offerings to accredited investors. Selling a SAFE to a non-accredited investor without a valid exemption exposes the company to rescission liability and potential regulatory action.\n",{"question":417,"answer":418},"What triggers the conversion of a SAFE?","Three standard triggers exist: a Qualified Financing (a priced equity round above the defined threshold, typically $1M or more), a Liquidity Event (acquisition, merger, or IPO), and a Dissolution Event (company wind-down or bankruptcy). The investor receives equity at conversion in the first two cases; in a dissolution, they typically receive a cash return of the purchase amount ahead of common stockholders but behind creditors.\n",{"question":420,"answer":421},"Can a SAFE be used in countries outside the United States?","SAFEs were designed for US Delaware corporations and are most commonly used in North America. In the UK and EU, equivalent instruments exist (the UK SEIS/EIS-compatible Advanced Subscription Agreement, and various national equivalents in Europe) that are structured to comply with local securities regulations. Using a US-format SAFE in a non-US company raises significant securities law and tax complications — local counsel should be engaged before doing so.\n",{"question":423,"answer":424},"How does a SAFE appear on the company's cap table?","Outstanding SAFEs do not appear as shares on the cap table — they represent a contingent obligation to issue shares in the future. Best practice is to model SAFEs on a fully diluted, as-converted basis alongside the option pool, showing their projected ownership percentage at the expected Series A price. Failing to include SAFEs in cap table modeling is one of the most common sources of founder surprise at Series A.\n",{"question":426,"answer":427},"Do I need a lawyer to issue a SAFE?","For a standard YC post-money SAFE with typical terms and a single investor, an experienced founder can complete and execute the template with limited legal assistance. However, legal review is strongly recommended when customizing terms (non-standard MFN, side letters, modified conversion mechanics), issuing to more than five investors, or operating outside the US. A startup attorney can review a SAFE in 1–2 hours for $300–$600 — typically worthwhile given the equity stakes involved.\n",[429,433,437,441],{"industry":430,"icon_asset_id":431,"specifics":432},"SaaS / Technology","industry-saas","SAFEs are the default pre-seed instrument in SaaS, where fast execution and deferred valuation allow founders to ship product before negotiating equity terms with institutional investors.",{"industry":434,"icon_asset_id":435,"specifics":436},"Biotech / Life Sciences","industry-healthtech","Biotech startups use SAFEs for early grant-matching capital and angel rounds, though later-stage investors typically require priced rounds given the capital intensity and longer timelines to liquidity.",{"industry":438,"icon_asset_id":439,"specifics":440},"Consumer / E-commerce","industry-ecommerce","Consumer startups use SAFEs for friends-and-family and accelerator rounds, where valuation is speculative and speed matters more than precise share-price negotiation.",{"industry":442,"icon_asset_id":443,"specifics":444},"Fintech","industry-fintech","Fintech founders must confirm that SAFE issuance does not trigger broker-dealer or money transmitter registration obligations, particularly when the company's product involves financial instruments or payment processing.",[446,449,452,455],{"vs":240,"vs_template_id":447,"summary":448},"D{CONVERTIBLE_NOTE_ID}","A convertible note is debt with an interest rate (typically 4–8%) and a maturity date by which repayment or conversion must occur. A SAFE has no interest accrual and no maturity date, making it simpler and faster to close. Investors who prioritize downside protection in a dissolution prefer convertible notes, which rank ahead of SAFEs as creditors. Founders generally prefer SAFEs for the same reason.",{"vs":244,"vs_template_id":450,"summary":451},"D{STOCK_PURCHASE_AGREEMENT_ID}","A stock purchase agreement transfers equity immediately at a negotiated price per share — a priced round. A SAFE defers both the price and the share issuance to a future round. Priced rounds provide certainty on ownership percentages but require a formal valuation, a term sheet, and significantly more legal cost (typically $15,000–$50,000 in legal fees versus under $1,000 for a SAFE closing).",{"vs":131,"vs_template_id":453,"summary":454},"D{SUBSCRIPTION_AGREEMENT_ID}","A subscription agreement is used to issue shares at a defined price in a Regulation D or Regulation A offering — the investor receives equity immediately. A SAFE is a right to future equity with no immediate share issuance. Subscription agreements are typically used for later-stage private placements, not early-stage startup rounds.",{"vs":148,"vs_template_id":456,"summary":457},"D{TERM_SHEET_ID}","A term sheet is a non-binding summary of the proposed terms of a priced investment round — it precedes the full legal documentation. A SAFE is itself the binding legal instrument, requiring no separate term sheet. For pre-seed rounds, founders often skip the term sheet stage entirely and move directly to a SAFE, saving two to four weeks of negotiation time.",{"use_template":459,"template_plus_review":463,"custom_drafted":467},{"best_for":460,"cost":461,"time":462},"Standard YC post-money SAFE with a single accredited angel investor and no custom terms","Free","1–2 hours",{"best_for":464,"cost":465,"time":466},"Rounds with multiple investors, custom MFN or pro-rata terms, or first-time founders unfamiliar with cap table modeling","$300–$800","2–5 days",{"best_for":468,"cost":469,"time":470},"Strategic investors requiring side letters, non-US founders or investors, complex conversion mechanics, or rounds above $500K","$2,000–$8,000+","1–3 weeks",[472,477,482,487],{"code":473,"name":474,"flag_asset_id":475,"note":476},"us","United States","flag-us","SAFEs were designed for Delaware C-corporations and are governed primarily by federal securities law (Securities Act of 1933, Regulation D) and Delaware corporate law. Issuers must qualify under an exemption — most commonly Rule 506(b) or 506(c) of Regulation D — and file a Form D with the SEC within 15 days of the first sale. California, New York, and Texas also impose state blue sky filing requirements. The SEC has cautioned retail investors that SAFEs carry significant risk of total loss.",{"code":478,"name":479,"flag_asset_id":480,"note":481},"ca","Canada","flag-ca","Canadian startups use a functionally similar instrument called an Advanced Subscription Agreement (ASA) or adapt the YC SAFE format under Canadian securities law. Each province regulates securities independently — Ontario (OSC) and British Columbia (BCSC) are the most active jurisdictions. Issuers typically rely on the accredited investor exemption or the offering memorandum exemption. Quebec investors face additional French-language disclosure obligations for Quebec-based issuers.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"uk","United Kingdom","flag-uk","The UK equivalent is the Advanced Subscription Agreement (ASA), designed to be compatible with SEIS and EIS tax relief schemes that offer significant investor tax benefits. A standard US SAFE does not qualify for SEIS/EIS relief, making an ASA the preferred instrument for UK angels investing in eligible startups. The Financial Conduct Authority regulates securities offerings, and most SAFE-equivalent instruments rely on the high-net-worth individual or sophisticated investor exemption under the Financial Services and Markets Act 2000.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"eu","European Union","flag-eu","The EU has no single equivalent to the SAFE — member states regulate securities at the national level, though the EU Prospectus Regulation sets a common framework for public offerings above €8M. France uses the BSA-Air (Bon de Souscription d'Actions) for a similar purpose; Germany uses a convertible loan structure. GDPR considerations apply to investor data collected during the closing process. Founders raising from EU investors using a US SAFE should confirm compliance with both US securities law and the relevant member state's private placement rules.",[493,494,495,496,497,498,499,500,245,501,502,503],"non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","shareholders-agreement-D1016","subscription-agreement-D12537","term-sheet-D473","rights-agreement-D13037","founders-agreement-D12653","employment-agreement-executive-D543","minutes-of-meeting-of-directors-D14","business-plan-canvas-(one-page)-D12527","financial-projections_12-months-D360",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":94,"secondary_folder":506,"document_type":507,"industry":508,"business_stage":509,"tags":510,"confidence":516},"equity-and-mergers","agreement","general","startup",[511,512,513,514,515],"equity","fundraising","safe","startup-funding","investment-agreement",0.95,"\u003Ch2>What is a Simple Agreement for Future Equity (SAFE)?\u003C/h2>\n\u003Cp>A \u003Cstrong>Simple Agreement for Future Equity (SAFE)\u003C/strong> is a short-form investment instrument under which an investor provides capital to a startup today in exchange for a contractual right to receive equity — not repayment — at a future priced funding round or triggering event. Introduced by Y Combinator in 2013, the SAFE replaced convertible notes as the dominant pre-seed and seed financing instrument in the US startup ecosystem because it eliminates the interest accrual, maturity dates, and renegotiation risk that make notes problematic for early-stage companies. Unlike a stock purchase agreement, a SAFE issues no shares at closing — it is a promise to issue preferred stock in the future, at a price determined by the valuation cap, discount rate, or both, whichever gives the investor more shares at conversion.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Raising capital without a signed SAFE exposes both founders and investors to serious legal and financial risk. Without a written instrument, the investor has no enforceable right to equity — a verbal commitment or email exchange is not a security and provides no protection in a dissolution or acquisition. For founders, operating on informal arrangements makes due diligence at Series A nearly impossible: lead investors and their counsel will require every prior investment to be documented with a signed instrument before closing. Beyond enforceability, a properly executed SAFE with a defined valuation cap and qualified financing threshold gives the company a clear, auditable record of its outstanding equity obligations — essential for accurate cap table modeling and securities law compliance. This template gives startups a structured, attorney-reviewed starting point that aligns with the YC post-money standard, so founders can close a round in days rather than weeks and move on to building the company.\u003C/p>\n",1779808930772]