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Token Sale Agreement
I need a token sale agreement for a blockchain-based startup launching an initial coin offering (ICO), detailing the terms of token purchase, investor rights, and compliance with Indonesian regulations, including anti-money laundering (AML) and know your customer (KYC) requirements. The agreement should also outline the token distribution schedule and any associated risks.
What is a Token Sale Agreement?
A Token Sale Agreement sets out the terms for buying and selling digital tokens or cryptocurrencies in Indonesia's growing digital asset market. It spells out how investors can purchase tokens, what rights they'll receive, and the obligations of both the token issuer and buyers under OJK regulations.
This crucial contract protects all parties by clearly defining payment terms, token distribution schedules, and compliance requirements with Indonesian financial laws. It also includes important details about risk disclosures, anti-money laundering procedures, and what happens if the token sale fails to meet its targets or faces regulatory challenges.
When should you use a Token Sale Agreement?
Use a Token Sale Agreement when launching a new cryptocurrency or digital token offering in Indonesia's market. This agreement becomes essential during your pre-sale phase, particularly when accepting investments from private buyers or institutional investors before a public token launch.
The timing matters most when structuring deals with early investors, establishing vesting schedules, or creating token distribution mechanisms. Companies raising capital through token sales need this agreement to comply with OJK guidelines, protect investor rights, and create a clear framework for token pricing, payment terms, and delivery conditions. It's especially important when dealing with international investors or complex token economics.
What are the different types of Token Sale Agreement?
- Standard Token Sale Agreement: Covers basic token purchase terms, vesting schedules, and distribution mechanisms for typical digital asset offerings in Indonesia
- SAFT-Based Agreement: Follows the Simple Agreement for Future Tokens model, adapted for Indonesian regulations and OJK compliance
- Security Token Agreement: Includes additional investor protection clauses and regulatory compliance measures for tokens classified as securities
- Private Placement Agreement: Tailored for exclusive token sales to qualified investors with sophisticated investment terms
- Public Token Sale Agreement: Designed for mass market token offerings with comprehensive consumer protection measures
Who should typically use a Token Sale Agreement?
- Token Issuers: Companies or startups launching digital tokens, responsible for drafting and executing the Token Sale Agreement terms
- Legal Counsel: Indonesian lawyers specializing in digital assets who structure and review agreements for OJK compliance
- Investors: Individual and institutional buyers purchasing tokens through private or public sales
- Compliance Officers: Internal team members ensuring adherence to anti-money laundering and know-your-customer requirements
- Digital Asset Exchanges: Platforms facilitating token sales and implementing agreement terms for secondary trading
How do you write a Token Sale Agreement?
- Token Details: Document your token's technical specifications, total supply, and distribution mechanisms
- Sale Structure: Define pricing tiers, vesting schedules, and lock-up periods for different investor categories
- Compliance Framework: Gather OJK requirements, anti-money laundering protocols, and investor verification procedures
- Risk Disclosures: List potential investment risks, market volatility factors, and regulatory uncertainties
- Platform Integration: Our system generates customized Token Sale Agreements that include all required elements and comply with Indonesian regulations
- Internal Review: Cross-check all terms with your technical team and financial projections before finalizing
What should be included in a Token Sale Agreement?
- Token Description: Detailed specifications of the digital asset, including technical features and total supply
- Purchase Terms: Clear pricing structure, payment methods, and token delivery conditions
- Rights and Restrictions: Investor privileges, transfer limitations, and usage conditions under OJK guidelines
- Compliance Measures: Anti-money laundering procedures and know-your-customer requirements
- Risk Disclosures: Comprehensive list of investment risks and regulatory uncertainties
- Dispute Resolution: Indonesian jurisdiction choice and arbitration procedures
- Termination Rights: Conditions for agreement cancellation and refund mechanisms
What's the difference between a Token Sale Agreement and a Simple Agreement for Future Tokens?
A Token Sale Agreement differs significantly from a Simple Agreement for Future Tokens (SAFT), though they're often confused in Indonesia's digital asset market. Here's how they compare:
- Timing of Token Delivery: Token Sale Agreements govern immediate token transfers, while Simple Agreement for Future Tokens promises future token delivery once the network launches
- Investment Structure: Token Sales provide direct ownership of existing tokens, whereas SAFTs represent a contractual right to receive tokens in the future
- Regulatory Framework: Token Sales must comply with current OJK digital asset regulations, while SAFTs often fall under investment contract rules
- Risk Profile: Token Sales involve immediate transfer risks, but SAFTs carry additional development and project completion risks
- Legal Classification: Token Sales typically function as direct purchase agreements, while SAFTs operate more like convertible investment instruments
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