Token Sale Agreement (SAFT)

A Token Sale Agreement (SAFT) is crucial for Web3 fundraising. It secures future tokens for investors in exchange for immediate capital to build the project.

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8 SHORT STEPSWORD (.DOCX)INSTANT DOWNLOADUAE LAW

THIS SERVICES AGREEMENT is made on the Commencement Date BETWEEN:

(1) the Service Provider (as detailed in the Particulars); and

(2) the Client (as detailed in the Particulars)

(each a 'Party' and together the 'Parties')

PARTICULARS

SERVICE PROVIDER'S NAME	["]
Trade License or Commercial License	["]
Address	["]
Email	["]
CLIENT'S NAME	["]
Trade License or Commercial License	["]
Address	["]
Email	["]
Commencement Date	["]
Expiry Date (Optional)	["]

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Sample · filled from your answers

WHAT YOU WILL BE ASKED

01Agreement Basics
02Recitals
03Blockchain & Technical Details
04Risk Acknowledgment
05Definitions - Token
06Definitions - Network & SAFT Terms
07Purchase Terms
08Token Purchase & Delivery

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About this document

What it is for, what UAE law expects and when to ask a lawyer instead.

What is a SAFT (Simple Agreement for Future Tokens)?

A SAFT is an investment contract used by Web3 startups to raise capital before their network is live. Investors give cash now in exchange for the right to receive tokens later, once the network launches.

It was invented to navigate the complexities of securities laws, distinguishing the investment contact (security) from the eventual functional token (utility).

Fundraising in the UAE

In global hubs like ADGM and DIFC, professional fundraising is regulated. A SAFT is technically a "financial promotion."

This agreement helps you limit the offer to "Qualified Investors" or "Professional Clients" only, keeping you safely within the private placement exemptions of UAE financial laws.

What Crucial Information Does It Cover?

It secures the future delivery of value:

1. Discount Rate

Rewards early risk-takers by giving them a lower price per token compared to the public sale price.

2. Network Launch Deadline

Sets a "Longstop Date." If the network doesn't launch by this date, investors are entitled to a refund.

3. Token Lock-up

Prevents investors from dumping all their tokens on Day 1, usually enforcing a vesting schedule.

4. Dissolution Rights

Ensures investors get their money back first if the project fails and liquidates before launch.

Risks of Non-Compliance

Regulatory Hammer

Selling tokens to the general public without a prospectus is illegal. SAFTs restrict this to private investors.

Vaporware Refunds

Without a clear termination date, you could be legally hooked to a zombie project forever.

Tax Confusion

Is it revenue or debt? A SAFT clarifies it as a forward contract, simplifying accounting.

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