Everything you need to know before creating your agreement
1 Fill in company information (name, address, signatory)
2 Enter recipient details (name, role, wallet address)
3 Define token details (name, symbol, amount, standard)
4 Configure vesting schedule (cliff, duration, vesting type)
5 Choose termination and change of control provisions
6 Select legal provisions (KYC/AML, tax, securities law)
7 Complete payment ($19.95) to download your agreement
Token vesting is a mechanism that releases tokens to recipients gradually over time, rather than all at once. This serves three critical purposes:
Ensures team members, advisors, and employees remain committed to the project long-term by tying their token allocation to continued service.
Prevents sudden sell-offs by distributing tokens gradually, reducing price volatility and protecting token value.
Demonstrates that tokens are compensation for services, not investment returns, helping with securities law compliance.
Understand the terminology and options
A cliff is an initial waiting period before ANY tokens vest. Common cliff periods:
Example: With a 12-month cliff and 48-month total vesting, if you leave at month 11, you get ZERO tokens. If you leave at month 13, you get 13 months worth of tokens.
Linear (Continuous): Tokens vest every day. Most fair and common for founders.
Monthly: Equal portions vest on the same day each month. Standard for employees.
Quarterly: Larger chunks vest every 3 months. Common for advisors.
Yearly: Annual vesting. Less common, used for long-term advisors.
Standard Termination: Unvested tokens forfeited; vested tokens remain. Most common.
For-Cause Forfeiture: ALL tokens (even vested) forfeited if terminated for cause (fraud, theft, etc.). Use for high-trust positions.
Partial Acceleration: 50% of unvested tokens vest on termination without cause. "Good leaver" provision for founders.
Double Trigger: 100% vesting only if BOTH (1) acquisition occurs AND (2) you're terminated within 12 months. Most balanced option.
Full Acceleration: All tokens vest immediately upon acquisition. Generous to recipients.
No Acceleration: Vesting continues unchanged. Favors acquirer.
The TGE is when tokens are first created/issued on the blockchain. This checkbox adds language making token delivery conditional on:
Recommendation: Always include this for pre-TGE agreements to protect against regulatory uncertainty.
Know Your Customer (KYC) and Anti-Money Laundering (AML) are regulatory requirements for identifying token recipients.
This provision requires recipients to:
Recommendation: Include for all agreements to avoid regulatory issues later.
U.S. Person: Subject to SEC regulations. Agreement includes accredited investor representations (Regulation D).
Non-U.S. Person: Subject to Regulation S (offshore transactions). Different compliance requirements.
Important: U.S. citizens living abroad are still U.S. Persons!
This section addresses practical blockchain implementation issues:
Recommendation: Always include to avoid disputes about technical execution.
Fill out the form below to generate your customized token vesting agreement
Use cases, best practices, and important information
Standard founder vesting protects investors by ensuring founders stay committed. Use linear vesting for fairness.
Similar to equity vesting in traditional startups. Monthly vesting is standard. Include double-trigger acceleration.
Shorter periods reflect advisory role. Quarterly vesting reduces administrative overhead.
Project-based vesting. Monthly or completion-based milestones.
Custom schedules based on partnership value. May include performance milestones.
| Role | Duration | Cliff | Type |
|---|---|---|---|
| Founder | 48 months | 12 months | Linear |
| Employee | 48 months | 12 months | Monthly |
| Advisor | 24 months | 6 months | Quarterly |
| Consultant | 12-24 months | 0-3 months | Monthly |
| Investor | 12-36 months | 0-6 months | Monthly |
You MUST have your final agreement reviewed by:
This tool is NOT a substitute for legal advice. It provides a starting template that requires professional review and customization.
You receive a comprehensive, editable DOCX file with your customized token vesting agreement including all selected provisions. The agreement is attorney-drafted and includes up to 10 sections covering vesting, termination, change of control, compliance, and more.
Yes! The generator includes a U.S. Person / Non-U.S. Person toggle that adjusts securities law language appropriately. However, you should still have the agreement reviewed by an attorney familiar with the recipient's jurisdiction.
Enable the "Token Generation Event (TGE) Conditions" checkbox. This adds language making token delivery conditional on the TGE occurring and compliance with applicable laws. You can leave the smart contract address blank.
Yes, if the recipient is a U.S. person receiving tokens as compensation for services. The 83(b) election allows recipients to pay tax on the grant value now rather than on the vesting value later. Recipients must file within 30 days. Consult a tax advisor.
Cliff: Initial waiting period with NO vesting. Total Vesting Period: Includes the cliff. Example: 12-month cliff + 48-month total = tokens start vesting at month 12, fully vested at month 48.
Each purchase generates one agreement. However, once you have the DOCX file, you can use it as a template for multiple recipients (though each should be customized for their specific terms).
Questions about the generator or your specific situation?
Email: owner@terms.law
We typically respond within 24 hours.