Term Sheet
This Terms Sheet (the "Terms Sheet") sets forth the principal terms and conditions of the proposed transaction between the parties identified below. Except as expressly provided under Section 8 (Binding Provisions) and Section 9 (Non-Binding Effect), this Terms Sheet is intended solely as a basis for further discussions and does not constitute a legally binding agreement to complete the proposed transaction.
Parties
| Role | Details |
|---|---|
| Asset Owner | [●] |
| Issuer (if applicable) | [●] |
| Tokenization Provider | [●] |
| Subscriber / Investor (if applicable) | [●] |
| Custodian (if applicable) | [●] |
| Other Parties | [●] |
1Transaction Summary
| Item | Details |
|---|---|
| Project Name | [●] |
| Underlying Asset | [●] |
| Asset Class | [Real Estate / Private Credit / Commodity / Infrastructure / Fund Interest / Receivable / Other] |
| Transaction Structure | [Tokenization / Token Issuance / Private Placement / Other] |
| Jurisdiction | [●] |
| Purpose | [●] |
| Target Closing Date | [●] |
2Commercial Terms
| Item | Details |
|---|---|
| Offering Size | [●] |
| Digital Asset | [Token Name] |
| Token Symbol | [●] |
| Token Standard | [ERC-20 / ERC-3643 / Other] |
| Blockchain Network | [●] |
| Total Token Supply | [●] |
| Token Price | [●] |
| Minimum Investment | [●] |
| Settlement Currency | [USD / USDC / Other] |
| Fees | [●] |
| Distribution Method | [●] |
3Digital Asset Terms
| Item | Details |
|---|---|
| Nature of Digital Asset | [Utility Token / Security Token / Asset-Backed Token / Debt Token / Equity Token / Other] |
| Underlying Rights | [●] |
| Fractionalization | [Yes / No] |
| Transferability | [Restricted / Freely Transferable / Subject to Applicable Laws and Definitive Agreements] |
| Custody Arrangements | [●] |
| Wallet Requirements | [●] |
| Smart Contract | [●] |
| Token Issuance Date | [●] |
| Token Redemption (if applicable) | [●] |
| Token Burning (if applicable) | [●] |
4Responsibilities of the Parties
| Party | Responsibility |
|---|---|
| Asset Owner | [Transfer or make available the underlying asset and supporting documentation.] |
| Issuer | [Issue the Digital Assets in accordance with the Definitive Agreements.] |
| Tokenization Provider | [Develop and implement the tokenization structure and related technology.] |
| Custodian | [Provide custody services for the underlying asset and/or Digital Assets, if applicable.] |
| Subscriber / Investor | [Complete subscription requirements and provide the purchase consideration.] |
| Other | [●] |
5Transaction Timeline
| Milestone | Target Date |
|---|---|
| Execution of Terms Sheet | [●] |
| Completion of Due Diligence | [●] |
| Execution of Definitive Agreements | [●] |
| Technology Deployment | [●] |
| Token Issuance | [●] |
| Closing | [●] |
6Conditions
The proposed transaction shall remain subject to the satisfaction or waiver, as applicable, of the following conditions:
- Completion of legal, financial and technical due diligence.
- Receipt of all required corporate, regulatory and third-party approvals.
- Finalization and execution of the Definitive Agreements.
- Completion of all applicable compliance procedures, including KYC, AML and sanctions screening.
- Satisfaction of such other conditions as may be mutually agreed by the Parties.
7Definitive Agreements
The Parties acknowledge that the proposed transaction may be documented through one or more definitive agreements, including, as applicable:
| Agreement | Status |
|---|---|
| Subscription Agreement | [●] |
| Token Purchase Agreement | [●] |
| Offering Memorandum / Private Placement Memorandum | [●] |
| Other Transaction Documents | [●] |
8Binding Provisions
Notwithstanding any other provision of this Terms Sheet, the Parties agree that the following provisions shall be legally binding and enforceable upon execution of this Terms Sheet.
8.1 Confidentiality
The Parties shall keep the existence, contents and terms of this Terms Sheet, together with all confidential information exchanged in connection with the proposed transaction, confidential, except as required by applicable law or with the prior written consent of the other Party.
8.2 Exclusivity (Optional)
For a period of [●] days from the date of this Terms Sheet, the [Asset Owner / Issuer] shall not, directly or indirectly, solicit, negotiate or enter into any arrangement with any third party relating to the proposed transaction without the prior written consent of the [Counterparty].
8.3 Costs and Expenses
Unless otherwise agreed in writing, each Party shall bear its own costs and expenses incurred in connection with the proposed transaction and the preparation and negotiation of this Terms Sheet and the Definitive Agreements.
8.4 Governing Law
This Terms Sheet and the Binding Provisions shall be governed by and construed in accordance with the laws of the State of [Delaware / New York / Other], without regard to its conflict of laws principles.
8.5 Dispute Resolution
Any dispute arising out of or relating to the Binding Provisions of this Terms Sheet shall be subject to the exclusive jurisdiction of the state and federal courts located in [State], and each Party irrevocably submits to the jurisdiction of such courts.
9Non-Binding Effect
Except for Section 8 (Binding Provisions), this Term Sheet is intended solely as a statement of the Parties' current understanding of the proposed transaction and does not create any legally binding obligation to complete the proposed transaction. Any binding commitment with respect to the proposed transaction shall arise only upon the execution of the Definitive Agreements.
Signatures
IN WITNESS WHEREOF, the Parties have executed this Terms Sheet as of the date first written above.