Token Vesting Agreement Guide

💡 What This Generator Does Creates comprehensive token vesting agreements with cliff periods, termination provisions, change of control acceleration, securities compliance, KYC/AML requirements, on-chain mechanics, and tax provisions.

⏱️ Time to Complete

5-10 minutes to fill out all required fields and optional provisions

💰 Price

$19.95 one-time payment via PayPal for instant DOCX download

📄 What You Get

Fully customized agreement with all your specifications in editable DOCX format

⚖️ Legal Review

Template requires attorney review before use in your jurisdiction

What's Included

Definitions Section: Clear definitions of all key terms (Tokens, Cliff, Vesting, Cause, Change of Control)
Vesting Schedule: Customizable cliff period and vesting duration with multiple vesting types
Termination Provisions: Standard, for-cause, and partial acceleration options
Change of Control: Double-trigger, full acceleration, or no acceleration
Securities Compliance: U.S. Person/Non-U.S. Person distinctions, accredited investor reps
KYC/AML/Sanctions: Regulatory compliance requirements and identity verification
On-Chain Mechanics: Gas fees, forks, airdrops, wallet security provisions
Tax Provisions: Withholding mechanics, 83(b) election notice, W-9/W-8 requirements

7-Step Process

Company Information: Enter company name, address, and authorized signatory details
Recipient Details: Recipient name, address, role, relationship to company, wallet address
Token Details: Token name, symbol, amount, standard (ERC-20, etc.), smart contract address
Vesting Schedule: Start date, cliff period (0-48 months), total vesting period, vesting type (linear/monthly/quarterly/yearly)
Advanced Provisions: Termination rules and change of control acceleration
Legal Provisions: Governing law, dispute resolution, optional provisions (KYC/AML, TGE conditions, on-chain mechanics, tax)
Payment & Download: Complete all required fields, pay $19.95, receive instant DOCX download

⚠️ Before You Start Have ready: company details, recipient information, token specifications, desired vesting schedule, and wallet address (if known). All required fields must be completed before payment option appears.

Cliff Period ▼

Initial waiting period where NO tokens vest. If terminated during cliff, recipient gets zero tokens.

Common cliff periods:

12 months for founders and key employees
6 months for advisors
0-3 months for consultants
0 months for immediate vesting start

Vesting Types ▼

Linear (Continuous): Tokens vest every day. Fairest option, common for founders.

Monthly: Equal portions vest monthly. Standard for employees, easier administration.

Quarterly: Vest every 3 months. Good for advisors, reduces administrative overhead.

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

Termination Provisions ▼

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

For-Cause Forfeiture: ALL tokens forfeited (even vested) if terminated for fraud, theft, or gross misconduct.

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

Change of Control ▼

Double-Trigger: 100% vesting only if (1) acquisition occurs AND (2) terminated within 12 months. Most balanced.

Full Acceleration: All tokens vest immediately on acquisition. Generous to team.

No Acceleration: Vesting continues unchanged. Favors acquirer.

TGE Conditions ▼

Token Generation Event conditions make token delivery conditional on:

TGE actually occurring
Compliance with securities/commodities laws
Recipient passing KYC/AML checks

Critical for pre-launch agreements to protect against regulatory uncertainty.

KYC/AML/Sanctions ▼

Regulatory compliance requirements:

Recipient must provide government ID and proof of address
Confirm not on OFAC/UN/EU sanctions lists
Company can delay/withhold tokens if compliance not met

Highly recommended for all agreements to avoid regulatory issues.

U.S. vs Non-U.S. Person ▼

U.S. Person: U.S. citizens, residents, or entities. Requires accredited investor status under Regulation D.

Non-U.S. Person: Foreign individuals/entities. Subject to Regulation S (offshore transactions).

Important: U.S. citizens living abroad are still U.S. Persons!

Recommendations by Role

Role	Duration	Cliff	Vesting Type	Change of Control
Founder	48 months	12 months	Linear	Double-Trigger
Employee	48 months	12 months	Monthly	Double-Trigger
Advisor	24 months	6 months	Quarterly	No Acceleration
Consultant	12-24 months	0-3 months	Monthly	No Acceleration
Investor	12-36 months	0-6 months	Monthly	No Acceleration

✅ Best Practices - Always Include:

KYC/AML and TGE conditions for pre-launch tokens
On-chain mechanics section (gas fees, forks, wallet security)
Securities law representations appropriate to recipient status
Tax provisions including 83(b) election notice for U.S. recipients
Clear definition of "Cause" for termination

⚠️ Don't Skip:

Securities law representations - critical for regulatory compliance
Tax withholding provisions for U.S. employees/founders
No employment rights clause - protects at-will employment status

⚠️ Attorney Review Required This generator creates a template agreement. Token vesting agreements involve complex securities law, tax law, and regulatory compliance issues that vary by jurisdiction.

You Must Consult:

Securities Attorney: Familiar with SEC regulations, Regulation D/S, and digital asset securities issues
Tax Advisor: For 83(b) election guidance, withholding requirements, and tax treatment
Crypto/Blockchain Attorney: Experienced with digital assets and token-specific legal issues

Key Legal Considerations

Securities Law: Tokens may be securities under the Howey Test. Ensure compliance with federal and state securities laws.

Tax Treatment: U.S. recipients may need to file 83(b) election within 30 days. Failure to file can result in adverse tax consequences.

KYC/AML: Required for regulatory compliance, especially for pre-TGE agreements and regulated token sales.

Sanctions Screening: Recipients must not be on OFAC, UN, or EU sanctions lists.

This Tool Is NOT:

A substitute for legal advice
Reviewed for your specific jurisdiction
Tailored to your unique business needs
A guarantee of regulatory compliance

💡 After Purchase Download your DOCX file, have it reviewed by qualified attorneys in your jurisdiction, customize as needed based on their advice, then execute with proper signatures.