What makes a crypto fund NDA different from a traditional fund NDA?

Crypto fund NDAs must address token warrant structures, SAFT/SAFE variations, staking or validator operations, liquid token positions, and the unique regulatory uncertainty around crypto asset classification.

How should SAFT terms be protected in a crypto fund NDA?

SAFT (Simple Agreement for Future Tokens) terms should be classified as strictly confidential, including discount rates, token quantities, lock-up periods, and any side letters. The NDA should prohibit trading based on SAFT knowledge.

What LP information requires protection in crypto funds?

LP identity, commitment amounts, side letter terms, co-investment rights, and performance reporting should all be confidential. Crypto funds may also protect information about validator operations, staking positions, and governance participation.

How do crypto fund NDAs handle regulatory uncertainty?

Crypto fund NDAs should include broad regulatory cooperation carve-outs covering SEC, CFTC, FinCEN, IRS, and state regulators. They should also address how confidential information may be disclosed in regulatory filings like Form D or Form ADV.

Crypto Fund NDA | Investment Discussions & Fund Terms

🔒 Key Provisions for Crypto Fund NDAs

SAFT/SAFE Terms

Classify all SAFT and SAFE terms as strictly confidential, including discount rates, valuation caps, token quantities, lock-up periods, and any pro-rata or MFN provisions.
Token Warrant Structure

Protect token warrant details including strike prices, conversion mechanics, exercise windows, and any anti-dilution provisions that could affect token economics.
LP Information

Protect LP identity, commitment amounts, capital call schedules, and distribution waterfalls. Address side letter confidentiality and co-investment arrangement terms.
Fund Strategy

Classify investment thesis, sector focus, portfolio construction approach, and target returns as trade secrets. Include non-circumvention provisions for deal flow.
Portfolio Positions

Protect liquid token positions, staking arrangements, validator operations, and governance voting strategies. Address the unique transparency of on-chain positions.
Regulatory Filings

Include carve-outs for required regulatory disclosures including Form D, Form ADV, and any state or international filings. Address how disclosed information should be treated.

📄 Crypto Investment Instruments

SAFT (Simple Agreement for Future Tokens)

Pre-functional token investment with delivery upon network launch. Common for protocol investments.

Protect: Discount %, token quantity, lock-up, side letters

SAFE with Token Warrant

Equity SAFE combined with warrant for future token allocation. Dual upside structure.

Protect: Valuation cap, warrant %, token price, exercise terms

Token Direct Purchase

OTC or private sale of existing tokens at negotiated terms. Common for liquid tokens.

Protect: Price, volume, lock-up, vesting, release schedule

LP Investment in Crypto Fund

Limited partner commitment to pooled vehicle investing in crypto assets.

Protect: Commitment, terms, side letters, co-invest rights

When to Use This NDA

Common crypto fund scenarios requiring specialized protection

📈 Fundraising Discussions

When raising a crypto-focused fund and sharing strategy, track record, and terms with potential LPs.

🪙 Token Investment Negotiations

SAFT, token warrant, or direct token purchase discussions with protocol teams or token issuers.

🤝 Co-Investment Arrangements

Sharing deal flow, due diligence, or co-investment opportunities with other funds or LPs.

📊 Due Diligence Processes

LP due diligence on fund operations, compliance, or performance where confidential information is shared.

⚠️ Common Crypto Fund NDA Risks

Issue	Risk Level	Recommended Action
No prohibition on trading based on disclosed info	High	Add explicit trading restrictions for material non-public token information
SAFT terms not explicitly protected	High	Enumerate discount rates, quantities, and lock-ups as strictly confidential
No carve-out for regulatory filings	Medium	Include carve-outs for Form D, Form ADV, and required investor disclosures
LP side letters not addressed	Medium	Specify that side letter existence and terms are confidential
On-chain position visibility not addressed	Low	Clarify that while positions may be visible on-chain, strategy remains confidential

⚠️ Securities Law Warning

Crypto fund investments and token sales may be subject to federal and state securities laws. SAFT and token warrant structures in particular have complex securities law implications. Fund managers should ensure compliance with Investment Advisers Act registration requirements, accredited investor verification, and appropriate Form D filings. This template is a starting point and should be reviewed by securities counsel experienced in crypto fund formation.