This Token Purchase Agreement (this "Agreement") is entered into this [[Effective Date]], by and among [[Company]] ("Company") and [[Buyer Name]]("Buyer") in connection with Company's creation and distribution of certain blockchain token or other digital assets ("Tokens") in furtherance of the establishment and operation of the [[Name of Project]] (the "Project").
NOW, THEREFORE, in consideration of the mutual agreements contained below, Company and Buyer hereby agree as follows:
1. Purchase, Sale, and Distribution of Tokens.Upon delivery by Buyer to Company of an amount in ether (the "Purchase Price") equal to [[Purchase Price]] ETH, Company shall deliver to Buyer [[Total Purchased Tokens]]out of the [[Total Token Supply]] supply of Tokens ([[Percent Tokens]]%). Buyer shall deliver the Purchase Price to Company from Buyer's ether wallet at [[Buyer Ethereum Address]]). Buyer understands and agrees that its purchase of Tokens pursuant to this Agreement shall be subject to the information contained in the White Paper, including the terms and conditions of agreements entered into between Company and purchasers of Tokens in connection therewith.
2.
Representations and Warranties of Company.Company hereby represents and warrants to Buyer, as of the date hereof, as follows:
(a)
Corporate Status.Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all requisite corporate power and authority to carry on its business as now conducted.
(b)
Company Power and Authority. Company has all requisite power and authority to execute, issue and deliver this Agreement and sell the Tokens to Buyer, and to carry out and perform its obligations under this Agreement. The Agreement constitutes a legal, valid and binding obligation of Company enforceable against Company in accordance with its terms.
(c)
No Conflict. The execution, delivery and performance of this Agreement will not result in (i) any violation of, be in conflict with in any material respect, or constitute a material default under, with or without the passage of time or the giving of notice (A) any provision of Company's Organizational Documents; (B) any provision of any judgment, decree or order to which Company is a party, by which it is bound, or to which any of its material assets are subject; (C) any material contract, obligation, or commitment to which Company is a party or by which it is bound; or (D) any Laws applicable to the Company, or (ii) the creation of any material lien, charge or encumbrance upon any material assets of the Company.
(d)
No Consents or Approvals. The execution and delivery of and performance under this Agreement require no approval or other action from any Governmental Authority or Person other than Company.
(e)
Intellectual Property.Company has good and valid tile to all owned Intellectual Property. Company does not infringe, dilute, misappropriate or otherwise violate the rights of any third party in respect of any Intellectual Property. None of Company's Intellectual Property is subject to any outstanding order, ruling, decree, judgment or stipulation by or with any court, tribunal, arbitrator or Governmental Authority.
3.
Representations and Warranties of Buyer.Buyer hereby represents and warrants to Company, as of the date hereof, as follows:
(a)
Buyer Status. Buyer is at least 18 years old and of sufficient legal age and sound mind to purchase Tokens. Buyer is not subject to any of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the Securities Act of 1933 (a "Buyer Event"), and there is no proceeding or investigation pending or, to the knowledge of Buyer, threatened by any Governmental Authority, that would reasonably be expected to become the basis for a Buyer Event.
(b)
No Claim, Loan or Ownership Interest. Buyer understands and agrees that the purchase of the Tokens (i) does not provide Buyer with any claim whatsoever with respect to Company and its assets; (ii) is not a loan to Company; and (iii) does not provide Buyer with any ownership interest whatsoever in Company.
(c)
Buyer Status and Risk of Project. Buyer has sufficient knowledge and experience in business, financial and investment matters to be able to evaluate the risks and merits of its purchase of the Tokens and is able to bear the risks thereof. Buyer understands that the Project and creation and distribution of the Tokens involve risks, including, but not limited to, the risk that (i) the technology associated with the Project will not function as intended; (ii) the Project will fail to attract sufficient interest from key stakeholders; (iii) the Token Distribution Event will not occur; (iv) Company will fail to secure sufficient purchasers of Tokens to fund its operations; (v) the Tokens may decrease in value over time and/or lose all monetary value; and (vi) Company and/or the Project may be subject to investigation and punitive actions from Governmental Authorities.
4.
Disclaimer and Limitations.
(a)
No Consequential, Incidental or Punitive Damages. Notwithstanding anything to the contrary contained herein, Company shall not be liable to any Person, whether in contract, tort (including negligence), warranty or otherwise, for special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to this Agreement, whether or not Company has been advised or knew of the possibility of such damages, and regardless of the nature of the cause of action or theory asserted.
(b)
Limitation of Liability.Company's liability for damages under this Agreement shall in all cases be limited to, and under no circumstances shall exceed, the Purchase Price.
5.
Definitions. The terms defined in this Section 5, whenever used in this Agreement shall have the respective meanings indicated below:
(a) "Affiliate" with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.
(b) "Buyer Event" shall have meaning set forth in Section 3(a).
(c) "Governmental Authority" shall mean any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self- regulatory organization.
(d) "Intellectual Property" shall include all of the following in any jurisdiction throughout the world: (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), including without limitation the Project technology, all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, divisions, continuations in-part, revisions, and extensions; (ii) all trademarks, service marks, trade names, trade dress, logos, business and product names, corporate names, Internet domain names, slogans, other source identifiers, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations and renewals in connection therewith; (iii) all copyrightable works, all copyrights and all applications, registrations and renewals in connection therewith, and all moral rights (and similar non-assignable rights) and all benefits of waivers of moral rights (and similar non-assignable rights) therein; (iv) all trade secrets and confidential, technical and business information (including but not limited to ideas, research and development, algorithms, compositions, processes, designs, drawings, formulae, trade secrets, know-how, industrial models, business methods, technical data and information, engineering and technical drawings, product specifications and confidential business information); (v) mask work and other semiconductor chip rights and all applications, registrations and renewals in connection therewith; (vi) software; (vii) all other intellectual property and proprietary rights; and (viii) copies and tangible embodiments thereof (in whatever form or medium, including electronic media).
(e) "Laws" shall mean laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees.
(f) "Organizational Documents" shall mean the articles of incorporation, certificate of incorporation, charter, by-laws, articles of formation, certificate of formation, regulations, operating agreement, certificate of limited partnership, partnership agreement and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of a Person, including any amendments thereto.
(g) "Person" shall mean an individual or legal entity or person, including a government or political subdivision or an agency or instrumentality thereof.
(h) "Purchase Price" shall have the meaning set forth in Section 1(b).
(i) "Token Distribution Date" shall mean the date of the Token Distribution Event.
(j) "Token Distribution Event" shall mean the offering of Tokens by Company or its Affiliates to the general public.
(k) "White Paper" shall mean one or more documents explaining the Project and the characteristics and risks of the Tokens, including Token pricing and other relevant information regarding the Token Distribution Event.
6.
Miscellaneous.
(a)
Governing Law. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of the State of New York, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.
(b)
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties, and their respective heirs, successors and permitted assigns. This Agreement shall not be assignable or otherwise transferable without the prior written consent of the other party, provided that Company may assign or transfer this Agreement to an Affiliate.
(c)
Entire Agreement.This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
(d)
Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consumed as originally contemplated to the fullest extent possible.
(e)
Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.
(f)
No Partnership and No Agency. Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between any of the parties. Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute, or be deemed to constitute, either party the agent of the other party for any purpose. No party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of the other party.
(g)
Publications and Notifications, Fees and Expenses. The parties shall agree to any press release or publication that jointly involves the names, brands or officers of both parties. Written correspondence and notifications between the parties, whether as a result of a dispute or otherwise intended to be official correspondence, may be email or common forms of social media (Skype, Slack, WhatsApp). Each party shall be solely liable for all its own fees, costs and otherwise in connection with negotiation and execution of this Agreement and any future dealings between the parties and/or future publications regarding the parties.
(h)
Confidentiality. This Agreement shall remain confidential between the parties in perpetuity, except to the extent required to be disclosed pursuant to applicable Laws.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.
[[Company]]
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[[Company Signatory First Name]] [[Company Signatory Last Name]]
[[Company Street]]
[[Company City]][[Company State]][[Company Zip]]
[[Buyer Name]]
_______________________
[[Buyer Street]]
[[Buyer City]] [[Buyer State]] [[Buyer Zip]]
