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Seed investment agreement
I need a seed investment agreement for an early-stage startup seeking to raise $500,000 in exchange for equity, with provisions for convertible notes, investor rights, and a clear outline of the use of funds. The agreement should include a vesting schedule for founders and a non-disclosure clause.
What is a Seed investment agreement?
A Seed investment agreement sets out the terms when early-stage investors put money into a startup in exchange for equity. It's the key legal document Australian founders use to secure their first major capital injection, typically ranging from $50,000 to $500,000.
The agreement spells out crucial details like valuation, share classes, investor rights, and founder commitments. It follows standard formats recommended by major Australian startup accelerators and usually includes protections under the Corporations Act, making it easier for both sides to negotiate fairly and move quickly to close the deal.
When should you use a Seed investment agreement?
Use a Seed investment agreement when your startup needs its first significant capital injection from professional investors. This typically happens after you've exhausted personal savings and family funding, but before you're ready for a full Series A round. Most Australian startups need this agreement when raising between $50,000 and $500,000.
The timing is perfect when you have a working product or prototype, early customer validation, and need funds to scale. Having this agreement ready becomes crucial during discussions with angel investors, seed funds, or when joining accelerator programs. It helps structure the deal professionally and protects both founders and investors under Australian securities laws.
What are the different types of Seed investment agreement?
- Basic Seed Agreement: Standard SAFE (Simple Agreement for Future Equity) format popular with Australian accelerators, offering straightforward terms and quick execution
- Convertible Note Agreement: Debt-based structure that converts to equity, includes interest rates and valuation caps
- Priced Equity Round: Traditional share purchase agreement with detailed rights, typically used for larger seed rounds above $250,000
- Bridge Round Agreement: Modified seed terms for existing investors providing additional capital before a larger funding round
Who should typically use a Seed investment agreement?
- Startup Founders: Key decision-makers who negotiate and sign the agreement, often first-time entrepreneurs seeking capital to grow their business
- Angel Investors: High-net-worth individuals who provide seed funding, typically investing $50,000 to $250,000 per deal
- Startup Lawyers: Draft and review agreements, ensure compliance with Australian securities laws, and protect both parties' interests
- Seed Funds: Professional investment firms specializing in early-stage deals, often leading rounds and setting standard terms
- Startup Accelerators: Programs that invest in multiple startups using standardized seed agreements to streamline the process
How do you write a Seed investment agreement?
- Company Details: Gather current cap table, corporate structure, and ASIC registration documents
- Valuation Metrics: Document your startup's current value, growth metrics, and key performance indicators
- Investment Terms: Define amount, share price, type of securities, and any conversion mechanisms
- Rights Package: Outline voting rights, board seats, anti-dilution provisions, and information rights
- Due Diligence Pack: Prepare financial statements, business plan, and intellectual property documentation
- Compliance Check: Verify alignment with Australian securities laws and startup investment regulations
What should be included in a Seed investment agreement?
- Parties and Definitions: Full legal names, ACN/ABN numbers, and clear definitions of key terms
- Investment Structure: Detailed terms of the investment, including amount, share price, and security type
- Warranties: Standard company and founder representations about business condition and ownership
- Investor Rights: Voting rights, information access, board representation, and pre-emptive rights
- Transfer Restrictions: Tag-along, drag-along rights, and share transfer limitations
- Exit Provisions: Terms for IPO, trade sale, or winding up scenarios
- Governing Law: Explicit statement that Australian law governs the agreement
What's the difference between a Seed investment agreement and a Pre-seed Angel investment agreement?
A Seed investment agreement differs significantly from a Pre-seed Angel investment agreement in several key aspects, though they're often confused because both involve early-stage funding. Here are the crucial differences:
- Investment Size: Seed rounds typically range from $50,000 to $500,000, while pre-seed deals are usually smaller, under $50,000
- Documentation Complexity: Seed agreements require more comprehensive terms and protections, reflecting the larger investment and professional investors involved
- Investor Profile: Pre-seed typically involves friends, family, and individual angels, while seed rounds often include professional seed funds and organized angel groups
- Company Stage: Pre-seed deals happen at idea or prototype stage, while seed funding requires some market validation and initial traction
- Valuation Approach: Seed rounds usually involve formal valuation methods, while pre-seed often uses convertible notes or SAFE agreements with less defined terms
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