Seed Round Template Contract Library

The following are recommend resources for various template contract structures to use (with experienced startup/vc counsel) in friends & family, pre-seed, or seed rounds. As counsel to elite VC-backed companies at Optimal, we use these as starting points for simplifying negotiation. They’ve been used hundreds of times, and will be familiar to experienced ECVC counsel.

The beauty of taking an “open source” approach to contract templates is that you don’t need centralized agreement on “standard language.” All it takes is for specialized firms to get experience with a template a few times, and institutional knowledge/efficiency in redlining builds from there. Clients get efficiency from well-understood baseline contract language (code), while they’re still able to flexibly edit and negotiate with their counsel and investors for their unique context.

General reading:

Friends and Family (Accredited Only) or Founder Funding

A “Friends and Family” SAFE Template

Convertible Notes

Convertible Note Template (Pre-Money Version)

Convertible Note Template (Post-Money Version)


PRE-MONEY (more company friendly) Template (old download from YC’s website)

A corrected “Safe for founders” Post-Money SAFE Redline

Additional Reading:

Seed Equity (simplified Series Seed)

Cooley Series Seed Template Doc Generator

Additional Reading: Myths and Lies about Seed Equity 

NVCA Equity (full Series A-style docs)

NVCA Templates

Additional Reading: Startup Term Sheets