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Token Sale Agreement

Token Sale Agreement Template for India

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Key Requirements PROMPT example:

Token Sale Agreement

"I need a Token Sale Agreement for a utility token launch in India, planned for March 2025, with specific provisions for staking functionality and a tiered vesting schedule for early investors."

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Document background
The Token Sale Agreement serves as the primary legal framework for conducting token sales in India, establishing the rights and obligations of both token issuers and purchasers. This document is essential when a company or project plans to issue and sell digital tokens, whether for utility purposes, asset representation, or other blockchain-based functionalities. It must carefully navigate India's evolving regulatory landscape, particularly regarding cryptocurrency and digital assets, while incorporating international best practices for token sales. The agreement includes comprehensive sections on token specifications, sale terms, compliance requirements, risk factors, and technical implementation details, ensuring alignment with Indian securities laws, financial regulations, and technology-related legislation. Given the complex regulatory environment in India, special attention is paid to regulatory compliance, KYC/AML requirements, and appropriate risk disclosures.
Suggested Sections

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

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

3. Definitions: Detailed definitions of technical terms, token characteristics, and other key concepts used in the agreement

4. Token Description: Detailed description of the token's features, functionality, and technical specifications

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

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

7. Token Distribution: Timeline and method of token distribution, including any vesting or lock-up periods

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

9. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity, authority, and compliance

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

11. Compliance Requirements: Regulatory compliance obligations for both parties, including ongoing requirements

12. Restrictions and Limitations: Transfer restrictions, jurisdictional limitations, and usage constraints

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

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

15. General Provisions: Standard contractual provisions including notices, amendments, and severability

Optional Sections

1. Smart Contract Terms: Required if the token functionality is governed by smart contracts, detailing the smart contract specifications and operation

2. Staking Provisions: Include if the token includes staking functionality, detailing staking requirements and rewards

3. Governance Rights: Required if the token grants governance or voting rights in the project

4. Token Burning Mechanism: Include if the project includes token burning or buyback mechanisms

5. Exchange Listing: Include if there are specific plans or commitments regarding exchange listings

6. Project Milestones: Required if token benefits are tied to project development milestones

7. Affiliate Program: Include if the token sale includes referral or affiliate programs

8. Tax Considerations: Detailed section on tax implications if targeting sophisticated investors

9. Privacy Policy: Required if personal data collection goes beyond basic KYC requirements

10. Force Majeure: Include for added protection against unforeseen circumstances affecting token functionality

Suggested Schedules

1. Token Specifications: Technical specifications of the token including smart contract code and architecture

2. Token Economics: Detailed breakdown of token distribution, vesting schedules, and tokenomics

3. KYC/AML Procedures: Detailed procedures for identity verification and anti-money laundering compliance

4. Risk Disclosure Statement: Comprehensive list of risk factors and detailed risk explanations

5. Project Roadmap: Detailed timeline of project development and token utility implementation

6. Wallet Requirements: Technical specifications for compatible wallets and storage requirements

7. Purchase Procedures: Step-by-step guide to the token purchase process

8. Legal Opinions: Relevant legal opinions regarding token classification and regulatory compliance

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Airdrop
AML Laws
Applicable Law
Blockchain
Business Day
Closing Date
Commencement Date
Confidential Information
Contribution
Contribution Period
Digital Wallet
Distributed Ledger Technology
Exchange Rate
FEMA
Force Majeure Event
Gas Fee
Hard Cap
Indian Rupee (INR)
Initial Token Price
Intellectual Property Rights
KYC Procedures
Lock-up Period
Maximum Token Amount
Minimum Purchase Amount
Network Fees
Node
Personal Data
Platform
Private Key
Project
Project Website
Public Key
Purchase Price
Purchaser
Restricted Territory
RBI
SEBI
Smart Contract
Soft Cap
Subscription Amount
Token
Token Distribution Date
Token Documentation
Token Generation Event
Token Holder
Token Network
Token Sale
Token Sale Platform
Token Sale Terms
Token Smart Contract
Total Token Supply
Transaction Hash
Vesting Period
Vesting Schedule
Wallet Address
Whitelist
Whitepaper
Clauses
Interpretation
Token Description
Sale Terms
Purchase Process
Payment Terms
Token Distribution
Use of Proceeds
KYC/AML Compliance
Representations and Warranties
Risk Disclosure
Regulatory Compliance
Technical Requirements
Token Functionality
Smart Contract Terms
Security Measures
Intellectual Property
Confidentiality
Data Protection
Anti-Money Laundering
Transfer Restrictions
Lock-up Provisions
Vesting Conditions
Jurisdictional Restrictions
Warranties
Indemnification
Limitation of Liability
Force Majeure
Termination
Dispute Resolution
Governing Law
Assignment
Amendments
Notices
Severability
Entire Agreement
Relevant Industries

Financial Technology

Blockchain Technology

Cryptocurrency

Digital Assets

Financial Services

Technology

Software Development

Digital Payments

E-commerce

Gaming and Entertainment

Decentralized Finance

Real Estate (for tokenized assets)

Energy (for utility tokens)

Healthcare (for specialized tokens)

Supply Chain Management

Relevant Teams

Legal

Compliance

Technology

Finance

Risk Management

Operations

Business Development

Security

Product Development

Customer Support

Marketing

Research and Development

Internal Audit

Strategy

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Chief Financial Officer

Chief Legal Officer

Chief Compliance Officer

Blockchain Developer

Smart Contract Developer

Legal Counsel

Compliance Officer

Risk Manager

Project Manager

Token Economics Specialist

Business Development Manager

Technical Architect

Security Auditor

Financial Analyst

Operations Manager

KYC/AML Specialist

Industries
Securities Contracts (Regulation) Act, 1956: Regulates securities trading and determines whether the token could be classified as a security. Important for structuring the token's features and sale terms.
SEBI Act, 1992: Relevant if the token has characteristics of a security or investment contract, as it would fall under SEBI's regulatory purview.
Indian Contract Act, 1872: Governs the basic principles of contract formation, validity, and enforcement that will apply to the token sale agreement.
Prevention of Money Laundering Act, 2002: Mandates KYC requirements and anti-money laundering compliance procedures for token sales.
Information Technology Act, 2000: Regulates electronic records and signatures, crucial for digital token sales and smart contracts.
Foreign Exchange Management Act, 1999: Relevant for cross-border token sales and foreign investment aspects of the transaction.
Consumer Protection Act, 2019: Provides framework for consumer rights and protections in digital transactions, including token sales.
The Payment and Settlement Systems Act, 2007: Relevant if the token has payment or settlement features, as it regulates payment systems and instruments.
Income Tax Act, 1961: Addresses taxation implications of token sales and trading, including capital gains considerations.
RBI Guidelines on Virtual Currencies: While not legislation, these guidelines are crucial as they outline the central bank's position on crypto assets and tokens.
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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