SAFE (Simple Agreement for Future Equity)

1. Important Note

A SAFE is a real financing instrument with significant legal and tax consequences for both the company and the investor. This template is a simplified starting point to understand the structure — before using anything like this to actually raise money, have a startup attorney prepare or review the final version, and consider using an established, investor-familiar form as your starting point.

2. Parties & Investment Amount

This SAFE is entered into as of [Effective Date] between [Company Name] ("Company") and [Investor Name] ("Investor"), in exchange for Investor’s payment of [Amount] (the "Purchase Amount") to Company.

3. Conversion

This SAFE converts into equity of Company upon a future qualified equity financing, at a price determined by [Valuation Cap of [Amount] and/or Discount Rate of [Percentage]%, whichever is more favorable to Investor], or upon a change of control or dissolution as described below.

4. Valuation Cap & Discount

Valuation Cap: [Amount]. Discount Rate: [Percentage]%. [Include only the mechanisms actually being offered — many SAFEs use only one.]

5. Change of Control or Dissolution

If a change of control or dissolution of Company occurs before this SAFE converts, Investor is entitled to [the greater of the Purchase Amount or the amount payable as if the SAFE had converted, or as otherwise negotiated].

6. Most Favored Nation (Optional)

[If included: If Company issues a SAFE or convertible note with terms more favorable to another investor before this SAFE converts, Company will notify Investor and amend this SAFE to match those terms, at Investor’s election.]

7. Representations

Company represents it is duly organized and has the authority to enter into this SAFE. Investor represents they are acquiring this SAFE for investment purposes and, where required, that they qualify as an accredited investor under applicable securities law.

8. Governing Law & Signatures

This SAFE is governed by the laws of the State of [State / Jurisdiction].

Company Representative Signature: _______________________ Date: _______________

Investor Signature: _______________________ Date: _______________