Token Sale Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Token Sale Agreement

"I need a Token Sale Agreement for our UAE-based gaming platform's utility token launch planned for March 2025, specifically compliant with VARA regulations and including vesting provisions for early investors."

Document background
The Token Sale Agreement serves as the primary legal instrument for conducting token sales in the United Arab Emirates, operating within the framework established by federal regulations and specialized authorities such as VARA, ADGM, and DIFC. This document is essential when a company or project intends to issue and sell digital tokens, whether utility tokens, security tokens, or other virtual assets. The agreement must incorporate specific UAE regulatory requirements, including comprehensive KYC/AML procedures, risk disclosures, and compliance with virtual asset regulations. It typically includes detailed information about the token's characteristics, sale terms, distribution mechanics, purchaser rights, and obligations of all parties involved. The document is particularly crucial given the UAE's position as a leading jurisdiction for virtual asset activities, requiring careful attention to both technological and regulatory aspects.
Suggested Sections

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 project, and purpose of the agreement

3. Definitions: Detailed definitions of technical terms, token characteristics, and relevant regulatory terminology

4. Token Description: Detailed specifications of the token, including its features, functionality, and technical standards

5. Sale Terms: Specific terms of the token sale including price, payment methods, minimum/maximum purchase amounts

6. Purchase Process: Step-by-step process for token purchase, including KYC/AML requirements and purchase restrictions

7. Distribution: Terms and timing of token distribution, including any lock-up periods or vesting schedules

8. Use of Proceeds: Detailed breakdown of how the funds from the token sale will be used

9. Representations and Warranties: Statements of fact and guarantees from both issuer and purchaser

10. Risk Factors: Comprehensive disclosure of risks associated with the token purchase

11. Regulatory Compliance: Compliance requirements with UAE virtual asset regulations and other applicable laws

12. Anti-Money Laundering: Specific AML/CFT compliance requirements and procedures

13. Termination: Circumstances under which the agreement can be terminated and the consequences

14. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

Optional Sections

1. Staking Provisions: Include when tokens can be staked for rewards or governance rights

2. Token Utility Features: Include when tokens have specific utility functions within a platform or ecosystem

3. Security Token Provisions: Include if tokens qualify as securities under UAE regulations

4. Smart Contract Terms: Include when smart contracts are used for token distribution or management

5. Governance Rights: Include when tokens confer voting or governance rights

6. Exchange Listing Rights: Include when there are plans for exchange listings

7. Token Burn Mechanism: Include if there are provisions for token burning or supply reduction

8. Project Milestones: Include when token distribution or values are tied to project milestones

Suggested Schedules

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

2. KYC/AML Procedures: Detailed procedures for customer due diligence and verification

3. Token Economics: Detailed breakdown of token distribution, vesting schedules, and economics

4. Project Roadmap: Timeline of project development and token-related milestones

5. Risk Disclosures: Comprehensive risk factors and disclaimers

6. Regulatory Compliance Checklist: Checklist of regulatory requirements and compliance measures

7. Privacy Policy: Detailed privacy policy for handling personal and KYC data

8. Technical White Paper: Technical description of the project and token functionality

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Blockchain

Cryptocurrency

Financial Technology

Digital Assets

Investment Services

Digital Payments

Decentralized Finance

Gaming and Entertainment

Real Estate

Energy

Healthcare

Supply Chain Management

Relevant Teams

Legal

Compliance

Technology Development

Financial Operations

Risk Management

Product Development

Business Development

Regulatory Affairs

Investment Operations

Smart Contract Development

KYC/AML Operations

Treasury

Relevant Roles

Chief Legal Officer

Compliance Officer

Chief Technology Officer

Blockchain Developer

Chief Financial Officer

Token Economics Specialist

Risk Manager

AML Compliance Manager

Project Manager

Corporate Counsel

Investment Manager

Smart Contract Developer

Regulatory Affairs Director

Digital Assets Manager

Head of Operations

Chief Risk Officer

Industries
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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