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A Token Sale Agreement sets out the legal terms when buying and selling digital tokens or cryptocurrencies in New Zealand. It's the core contract between token issuers and investors, spelling out key details like token price, purchase amounts, and delivery conditions.

Under NZ's Financial Markets Authority guidelines, these agreements help protect both parties and ensure compliance with local securities laws. They typically include important safeguards like anti-money laundering checks, investment risks, and what happens if the project doesn't launch. Think of it as your legal safety net when dealing with digital assets.

Use a Token Sale Agreement anytime you're planning to sell digital tokens or cryptocurrencies to investors in New Zealand. This becomes essential when raising funds through Initial Coin Offerings (ICOs), Security Token Offerings (STOs), or similar digital asset sales.

The timing is crucial - put this agreement in place before accepting any investments or marketing your token sale. It needs to align with the Financial Markets Authority's requirements and include clear terms about token rights, distribution schedules, and investor eligibility. This protects your project from legal issues and gives investors the confidence to participate.

• Basic Retail Token Sale: Designed for simple token offerings to regular investors, with straightforward terms and clear consumer protections
• Institutional Token Agreement: More complex version for sophisticated investors, featuring detailed governance rights and voting mechanisms
• Security Token Agreement: Specifically structured for tokens classified as financial products under NZ law, with additional compliance requirements
• Utility Token Agreement: Focused on tokens that provide access to services or platform features, with usage terms and technical specifications
• Hybrid Agreement: Combines elements of security and utility tokens, often used for projects with evolving token functionality

• Token Issuers: Tech companies, startups, or established businesses launching digital tokens or cryptocurrencies in NZ
• Investors: Both retail and institutional buyers purchasing tokens through the sale offering
• Legal Counsel: Lawyers specializing in fintech and digital assets who draft and review Token Sale Agreements
• Financial Advisors: Professionals ensuring compliance with FMA guidelines and securities regulations
• Platform Operators: Digital exchanges or trading platforms facilitating token sales and distributions

• Token Details: Document your token's technical specifications, total supply, and distribution schedule
• Project Outline: Prepare clear descriptions of your project goals, token utility, and intended use of funds
• Compliance Check: Confirm your token classification under FMA guidelines and AML/CFT requirements
• Sale Terms: Define purchase limits, pricing tiers, vesting schedules, and lock-up periods
• Risk Factors: List potential project risks, market volatility, and regulatory uncertainties
• Platform Tools: Use our document generator to create a compliant Token Sale Agreement that includes all essential elements

• Token Description: Detailed specifications of the digital asset, including technical features and total supply
• Purchase Terms: Price, payment methods, minimum/maximum purchase limits, and refund conditions
• Distribution Rules: Token allocation timeline, vesting periods, and delivery mechanisms
• Investor Rights: Voting privileges, profit sharing arrangements, and governance participation
• Risk Disclosures: Project risks, market volatility, and regulatory compliance statements
• Legal Framework: NZ jurisdiction, dispute resolution processes, and FMA compliance declarations
• Privacy Policy: Data handling procedures and AML/KYC requirements

A Token Sale Agreement differs significantly from a Simple Agreement for Future Tokens (SAFT), though both deal with digital assets. The key distinction lies in timing and token existence: Token Sale Agreements govern immediate sales of existing tokens, while SAFTs promise future token delivery, usually during early-stage fundraising.

• Timing of Transfer: Token Sale Agreements facilitate immediate token transfers, while SAFTs represent a future right to tokens once developed
• Legal Classification: Token Sale Agreements typically cover utility tokens ready for use, whereas SAFTs often involve investment contracts under NZ securities laws
• Risk Profile: SAFTs carry higher development and completion risks since tokens don't exist yet; Token Sale Agreements deal with existing, verified assets
• Investor Rights: Token Sale Agreements provide immediate token ownership rights, while SAFTs offer conversion rights and potential refund provisions