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The Private Token Sale Agreement is essential for companies seeking to conduct private token sales in Germany while ensuring compliance with local regulations. This document is specifically designed to address the unique requirements of the German legal framework, including BaFin guidelines, securities laws, and financial regulations. It becomes necessary when companies want to sell tokens to private investors while maintaining regulatory compliance and protecting both parties' interests. The agreement covers crucial elements such as token characteristics, purchase terms, compliance requirements, risk disclosures, and transfer restrictions. It's particularly important in the German context due to the specific regulatory requirements for token classifications and the need for clear documentation of token rights and obligations.

1. Parties: Identification of the token issuer and the purchaser, including full legal names and addresses

2. Background: Context of the token sale, brief description of the project and purpose of the agreement

3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement, including 'Tokens', 'Network', 'Smart Contract', etc.

4. Token Details: Specifications of the tokens being sold, including type, functionality, and technical characteristics

5. Purchase and Sale: Core transaction terms including price, number of tokens, and payment currency

6. Payment Terms: Details of payment method, timing, and confirmation process

7. Token Delivery: Process and timing for token delivery, including wallet requirements and technical procedures

8. Representations and Warranties: Statements of fact and promises by both parties, including regulatory compliance and capacity to enter into the agreement

9. Risk Factors: Disclosure of risks associated with token purchase, including technical, regulatory, and market risks

10. KYC/AML Compliance: Requirements for identity verification and anti-money laundering compliance

11. Restrictions and Limitations: Transfer restrictions, lock-up periods, and jurisdictional limitations

12. Term and Termination: Duration of the agreement and circumstances for termination

13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments