🪙 Token Vesting Agreement Generator
Create professional token vesting agreements with comprehensive legal protections
💡 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

7-Step Process

  1. Company Information: Enter company name, address, and authorized signatory details
  2. Recipient Details: Recipient name, address, role, relationship to company, wallet address
  3. Token Details: Token name, symbol, amount, standard (ERC-20, etc.), smart contract address
  4. Vesting Schedule: Start date, cliff period (0-48 months), total vesting period, vesting type (linear/monthly/quarterly/yearly)
  5. Advanced Provisions: Termination rules and change of control acceleration
  6. Legal Provisions: Governing law, dispute resolution, optional provisions (KYC/AML, TGE conditions, on-chain mechanics, tax)
  7. 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:

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:

💡 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.