Free Startup Investor Agreement Template
Startup Investor Agreement
This Startup Investor Agreement (the "Agreement") is entered into as of [Month Day, Year], by and between [Your Company Name], a [State of Incorporation] corporation (the "Company"), and [Investor's Full Name], residing at [Investor's Address] (the "Investor"). The Company and the Investor may collectively be referred to as the "Parties" or individually as a "Party."
RECITALS
WHEREAS, the Company is a startup company engaged in [brief description of the Company's business], and
WHEREAS, the Investor desires to invest in the Company and the Company desires to accept such investment on the terms and conditions set forth in this Agreement,
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:
1. INVESTMENT
1.1 Investment Amount. The Investor agrees to invest $[0] (the "Investment Amount") in the Company in exchange for [Series A Preferred Shares] (the "Securities").
1.2 Payment. The Investor shall pay the Investment Amount to the Company by wire transfer or other mutually agreed-upon method on or before [Month Day, Year].
2. CLOSING
2.1 Closing Date. The closing of the investment (the "Closing") shall take place at [Location] on [Month Day, Year] or such other date as the Parties may mutually agree.
2.2 Deliverables at Closing. At the Closing, the Company shall deliver to the Investor:
a. Duly executed certificates or documents evidencing the Securities.
b. A copy of the Company’s organizational documents, including its articles of incorporation and bylaws, as amended to date.
c. A written consent of the Company’s board of directors and, if required, its shareholders, authorizing the issuance of the Securities to the Investor.
2.3 Investor's Deliverables. At the Closing, the Investor shall deliver to the Company:
a. The Investment Amount.
b. Such other documents and information as may be required by the Company to comply with applicable laws and regulations.
3. REPRESENTATIONS AND WARRANTIES
3.1 Company Representations. The Company represents and warrants to the Investor that:
a. The Company is a corporation duly incorporated and validly existing under the laws of [State of Incorporation].
b. The Company has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.
c. The execution, delivery, and performance of this Agreement by the Company have been duly authorized by all necessary corporate action.
d. The Securities to be issued hereunder have been duly authorized and, when issued and delivered in accordance with this Agreement, will be validly issued, fully paid, and non-assessable.
3.2 Investor Representations. The Investor represents and warrants to the Company that:
a. The Investor is acquiring the Securities for investment purposes only and not with a view to resale or distribution in violation of applicable securities laws.
b. The Investor has the financial capability to bear the risks of this investment and has no need for liquidity in this investment.
c. The Investor has had an opportunity to ask questions and receive answers from the Company regarding the Company’s business, financial condition, and the terms of this investment.
4. COVENANTS
4.1 Confidentiality. The Investor agrees to keep confidential and not to disclose any non-public information received from the Company in connection with this Agreement.
4.2 Use of Proceeds. The Company agrees to use the proceeds of the investment solely for [business development.
5. INFORMATION RIGHTS
5.1 Financial Information. The Company agrees to provide the Investor with:
a. Quarterly financial statements within [number] days after the end of each fiscal quarter.
b. Annual financial statements within [number] days after the end of each fiscal year.
5.2 Inspection Rights. The Investor shall have the right to inspect the Company’s books and records during normal business hours upon reasonable notice.
6. TRANSFER RESTRICTIONS
6.1 Restrictions on Transfer. The Securities may not be transferred, sold, or otherwise disposed of except in accordance with applicable securities laws and the terms of this Agreement.
6.2 Right of First Refusal. In the event the Investor proposes to transfer any Securities, the Company shall have a right of first refusal to purchase such Securities on the same terms and conditions as offered by the third party.
7. INDEMNIFICATION
7.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless the Investor from any losses, claims, damages, or liabilities arising out of or in connection with the Company’s breach of this Agreement or any other agreement with the Investor.
7.2 Indemnification by the Investor. The Investor agrees to indemnify and hold harmless the Company from any losses, claims, damages, or liabilities arising out of or in connection with the Investor’s breach of this Agreement.
8. TERMINATION
8.1 Termination by Mutual Agreement. This Agreement may be terminated by mutual written consent of the Parties.
8.2 Termination for Breach. Either Party may terminate this Agreement if the other Party materially breaches any term or condition of this Agreement and fails to cure such breach within [0] days after written notice.
9. MISCELLANEOUS
9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [Governing State].
9.2 Dispute Resolution. Any disputes arising out of or in connection with this Agreement shall be resolved through [arbitration/mediation] in [Location], in accordance with the rules of [Arbitration].
9.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.
9.4 Amendments. This Agreement may be amended or modified only by a written instrument executed by both Parties.
9.5 Notices. All notices, requests, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, sent by certified mail, or transmitted by electronic mail to the addresses set forth below:
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For the Company: [Your Company Address] / [Your Company Email]
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For the Investor: [Investor's Contact Information]
9.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
9.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Startup Investor Agreement as of the date first above written.
[Your Company Name]
By:
[Your Name]
[Title]
[Investor's Full Name]
By:
[Full Name]
[Title, if applicable]
