SAFE Agreement Template

This SAFE Agreement (“Agreement”) is entered into on [Date], by and between:

Company (Startup): [Full Legal Name / Company Name]
Address: [Address]
Contact: [Phone, Email]

Investor: [Full Legal Name / Company Name]
Address: [Address]
Contact: [Phone, Email]

1. Investment Amount

The Investor agrees to provide $[Investment Amount] to the Company in exchange for the right to certain shares of the Company’s Capital Stock, subject to the terms outlined herein.

2. Conversion to Equity

The investment will automatically convert into shares of Capital Stock upon the Company’s next Equity Financing round, at either:

• The price per share determined by applying a [Discount %] to the valuation in such round, or

• The price per share based on a Valuation Cap of $[Valuation Cap].

3. Liquidity Event

If a Liquidity Event (merger, acquisition, or IPO) occurs before conversion, the Investor will receive either:

• A cash payout equal to the investment amount, or

• The right to convert into shares immediately prior to the event, at the Investor’s discretion.

4. Dissolution Event

If the Company dissolves or ceases operations before conversion, the Investor shall be entitled to repayment of their investment from remaining assets, after debts and obligations are settled.

5. Investor Rights

The Investor acknowledges that this SAFE does not grant immediate ownership or voting rights. Rights are limited to those explicitly provided under this Agreement.

6. Representations and Warranties

• By the Company: The Company has authority to enter into this Agreement and issue equity upon conversion.

• By the Investor: The Investor is an accredited investor (if required) and has the capacity to bear the risk of investment.

7. Miscellaneous

• Governing Law: This Agreement shall be governed by the laws of [State/Country].

• Entire Agreement: This Agreement represents the entire understanding and supersedes all prior negotiations.

• Amendments: Any modification must be in writing and signed by both Parties.

Signatures

Company: ___________________________ Date: _________
Name/Title: [Full Name, Title]

Investor: ____________________________ Date: _________
Name/Title: [Full Name, Title]