Simple Agreement For Future Equity Template for New Zealand

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Key Requirements PROMPT example:

Simple Agreement For Future Equity

"I need a Simple Agreement for Future Equity for my New Zealand tech startup to receive a $250,000 investment with a $5M valuation cap, including pro-rata rights and information rights for the investor."

Document background
The Simple Agreement for Future Equity (SAFE) has emerged as a preferred investment instrument for early-stage companies in New Zealand seeking to raise capital without the complexity of immediate equity issuance. This document is typically used when a company is raising pre-seed or seed funding and the parties want to defer company valuation to a future funding round. The agreement, while following similar principles to international SAFE agreements, is specifically adapted to comply with New Zealand's legal framework, including the Companies Act 1993 and Financial Markets Conduct Act 2013. It contains essential provisions for investment amount, conversion mechanisms, company and investor representations, and information rights, while providing flexibility for future equity arrangements. The document is particularly valuable for startups and investors who want a streamlined, standardized approach to early-stage investment that offers clarity and protection for all parties involved.
Suggested Sections

1. Parties: Identifies the company and the investor as parties to the agreement

2. Background: Sets out the context of the investment and purpose of the SAFE agreement

3. Definitions: Defines key terms used throughout the agreement, including Valuation Cap, Discount Rate, and Qualifying Equity Financing

4. Investment Amount: Specifies the amount being invested and payment terms

5. Conversion Rights: Details when and how the investment converts to equity, including conversion mechanics for qualifying financing, exit events, and dissolution

6. Company Representations: Company's warranties about its legal status, authority, and compliance with laws

7. Investor Representations: Investor's warranties regarding investment capacity and sophistication

8. Information Rights: Investor's rights to receive company information and financial statements

9. General Provisions: Standard contractual terms including notices, amendments, governing law, and assignment restrictions

Optional Sections

1. Most Favored Nation: Provides protection if the company issues SAFEs with more favorable terms to other investors

2. Pro-rata Rights: Gives investor right to participate in future funding rounds, typically included for larger investments

3. Board Observer Rights: Grants investor right to attend board meetings, typically for strategic investors

4. Transfer Restrictions: Additional limitations on transferability of SAFE rights

5. Dispute Resolution: Specific procedures for resolving disputes, such as mediation or arbitration

6. Confidentiality: Additional confidentiality obligations beyond standard terms

Suggested Schedules

1. Schedule 1: Conversion Calculations: Detailed examples and formulas for calculating conversion prices and share allocation

2. Schedule 2: Cap Table: Current capitalization table of the company

3. Schedule 3: Form of Shareholders Agreement: Pro-forma shareholders agreement to be entered into upon conversion

4. Schedule 4: Compliance Certificate: Template certificate confirming compliance with Companies Act and other relevant legislation

5. Schedule 5: Investment Representations: Detailed investor warranties and representations required under NZ securities laws

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
Relevant Industries

Technology

Software Development

Biotechnology

Fintech

Clean Technology

E-commerce

Digital Media

Healthcare Technology

Agritech

Manufacturing

Consumer Products

Professional Services

Education Technology

Relevant Teams

Legal

Finance

Corporate Development

Investment

Executive Leadership

Company Secretariat

Compliance

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Director

Investment Manager

Venture Capital Partner

Angel Investor

Corporate Lawyer

Investment Analyst

Company Secretary

Startup Founder

Legal Counsel

Investment Director

Portfolio Manager

Corporate Development Manager

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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