Professional Token Vesting Agreement Generator

🏢 Company Information

Company/Project Name *

Company Address *

Authorized Signatory Name *

Person authorized to sign on behalf of the company

Signatory Title *

👤 Recipient Information

Recipient Name *

Recipient Address *

Recipient Role/Position *

Relationship to Company *

Recipient Wallet Address

Recipient's wallet address for token delivery (if known)

Recipient Status

For securities law compliance purposes

🪙 Token Details

Token Name *

Token Symbol *

Total Token Amount *

Total number of tokens subject to this vesting agreement

Token Standard

Smart Contract Address

Leave blank if contract not yet deployed

Token Price per Unit (USD)

Optional: For reference and potential tax reporting

📅 Vesting Schedule

💡 Understanding Vesting Schedules ▼

Cliff Period: Initial waiting period with NO vesting. Common: 12 months for founders, 6 months for advisors, 0-3 for consultants.

Total Vesting Period: Includes cliff. Example: 12-month cliff + 48-month total = vesting starts month 12, complete month 48.

Linear: Tokens vest daily. Fairest option. Common for founders.

Monthly: Equal portions monthly. Standard for employees.

Quarterly: Every 3 months. Good for advisors (less admin).

Yearly: Annual chunks. Rare, used for long-term advisors.

Start Date *

Cliff Period (months)

Period before any tokens vest (0 for no cliff)

Total Vesting Period (months) *

Total duration including cliff period

Vesting Type *

Linear (Continuous) Tokens vest continuously every day after cliff

Monthly Intervals Equal portions vest monthly after cliff

Quarterly Intervals Equal portions vest quarterly after cliff

Yearly Intervals Equal portions vest annually after cliff

⚙️ Advanced Provisions

💡 Termination & Change of Control ▼

Standard Termination: Unvested forfeited, vested kept. Most common and balanced.

For-Cause Forfeiture: ALL tokens forfeited (even vested) if fired for fraud/theft/gross misconduct. Harsh but protective.

Partial Acceleration: 50% of unvested vest on termination without cause. "Good leaver" provision for founders.

Double-Trigger: Vest only if acquired AND terminated within 12 months. Most balanced for acquisitions.

Full Acceleration: All vest on acquisition. Generous to team, may reduce acquisition value.

No Acceleration: Vesting continues unchanged. Favors acquirer.

Termination Provisions

Standard Termination Vesting stops on termination; vested tokens remain with recipient

For-Cause Forfeiture All tokens (vested & unvested) forfeited if terminated for cause

Partial Acceleration 50% of unvested tokens vest on termination without cause

Change of Control Acceleration

Double Trigger Acceleration 100% vesting if change of control AND subsequent termination

Full Acceleration All unvested tokens vest immediately on change of control

No Acceleration Vesting continues as scheduled

Transfer Restrictions (Post-Vesting)

Include lockup period after vesting Require company consent for transfers Company right of first refusal on sales

Lockup Period (months)

Additional restriction period after tokens vest

⚖️ Legal Provisions

💡 Legal & Compliance Provisions ▼

KYC/AML/Sanctions: Required for regulatory compliance. Recipients must prove identity and confirm they're not on sanctions lists. HIGHLY RECOMMENDED.

TGE Conditions: Makes token delivery conditional on tokens actually being created and complying with securities laws. CRITICAL for pre-launch agreements.

On-Chain Mechanics: Addresses gas fees, forks, airdrops, wallet security. Prevents disputes about technical implementation. RECOMMENDED.

No Employment Rights: Clarifies agreement doesn't guarantee continued employment. Standard risk management clause.

Securities Law Reps: Required if tokens may be securities. Different language for U.S. vs Non-U.S. persons.

Tax Provisions: Includes 83(b) election notice and withholding rights. REQUIRED for U.S. employees/founders.

Governing Law *

Dispute Resolution

Binding Arbitration (AAA) Private, efficient dispute resolution

Court Litigation Traditional court proceedings

Additional Provisions

Confidentiality provisions Securities law representations Tax acknowledgments (83(b) election notice) Anti-assignment provisions KYC/AML/Sanctions compliance Token Generation Event (TGE) conditions On-chain implementation mechanics No employment/engagement guarantee

⚠️ Legal Notice: This generator creates a template agreement. Always have your final agreement reviewed by a qualified attorney familiar with securities law and digital assets in your jurisdiction.