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README.md

Series Seed Equity & Series Seed Notes

About Series Seed Documents

The original "Series Seed" equity financing document sets, released in 2010, was a collaborative effort among lawyers and investors, spearheaded by lawyer-turned-investor Ted Wang, to reduce the cost of fundraising for emerging companies by standardizing the core necessary legal documents, thereby reducing the amount of attorney-time required to get to a "first draft". While the original project did not create the concept of “Series Seed Preferred Stock,” it did provide a set of documents to the community under CC0 open source license via the Series Seed blog and in a GitHub repository that have become one of the "go-to" sets of documents for many early-stage equity financings. In addition, convertible promissory notes remain popular for early-stage financings, although to our knowledge there is no publicly available and commonly accepted "form" of convertible promissory note documents.

About Cooley LLP's Series Seed Fork

Introducing "Series Seed Notes"

Issuing convertible notes has become one of the most popular ways for startups to raise initial seed funding. Cooley uses these documents in hundreds of transactions each year for its startup clients and believes making these documents publicly available will add efficiency to the early-stage startup funding ecosystem and provide entrepreneurs and the community at large the opportunity to collaborate to ensure they evolve with the needs of entrepreneurs and investors.

In the open source spirit of the Series Seed project, we have made available to the wider community a Series Seed Notes package, which includes a convertible promissory note, term sheet and supporting documentation, as an addition to our "fork" of the original Series Seed equity financing documents repository. The structure of the Cooley form of convertible notes was revamped several years ago to simplify the documentation process by removing the need for a separate Note Purchase Agreement, so there is no separate "purchase agreement" document. The Series Seed Notes package is available as a new notes directory in our Series Seed repository on GitHub.

Updating Series Seed Equity Documents

At the same time, we wanted to contribute back to the original Series Seed equity documents a number of refinements and features, many of which address community comments made in the original GitHub repository, since the last-released version of Series Seed equity documents (v3.2, released February 25, 2014) as well as adding new supporting documents (namely Board and Stockholder Consents and an Accredited Investor Questionnaire). These changes and new documents may be found in the equity directory of our Series Seed repository fork on GitHub.

Going forward we will review suggested updates to all of this documentation, and periodically release new versions when appropriate.

Please see the "Original README.md Text", below, for the README text that was included in the original, master Series Seed Repository, which contains additional information and an important disclaimer.

Series Seed Document Generation via Cooley GO

In addition to the Markdown versions included in this repository, we have added the Series Seed equity and notes documents as packages available for generation via our Cooley GO Docs document generator. This system enabled entrepreneurs, investors and other lawyers to create fully customized versions of these documents in a matter of minutes. We will endeavor to ensure that the documents available on Cooley GO Docs are kept in sync with those in this repository.

You may access the Series Seed Notes generator via https://www.cooleygo.com/documents/series-seed-notes-financing-package/.

You may access the Series Seed Equity generator via https://www.cooleygo.com/documents/series-seed-equity-financing-package/.

How to Contribute

Please feel free to make suggestions via pull requests or post issues in our GitHub repository. For more about how to contribute, see CONTRIBUTING.md.

License

As with the original Series Seed documents, all documents in this repository are open sourced under the CC0 1.0 Universal Public Domain Dedication.

Additional Disclaimer

The Cooley LLP Series Seed Fork Documents (as defined below) are provided for your reference only and have been developed for companies incorporated in Delaware.

You acknowledge and agree that the making available of these documents (the "Cooley LLP Series Seed Fork Documents") to you by Cooley LLP shall not create any attorney-client or other confidential or special relationship between you and Cooley LLP and does not constitute the provision of legal advice or other professional advice by Cooley LLP. You should seek advice from an attorney licensed in the relevant jurisdiction(s), as well as a tax professional, before relying on the Cooley LLP Series Seed Fork Documents. These documents, including this README.md, the RELEASENOTES.md and CONTRIBUTING.md documentation, may be considered Attorney Advertising under the ethical rules of certain jurisdictions.

Additionally, the information provided in the Cooley LLP Series Seed Fork Documents does not constitute tax advice. Any discussion of tax matters is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue Code (or equivalent in the relevant jurisdiction) or promoting, marketing or recommending to another party any transaction or matter.

You further agree and acknowledge that the Cooley LLP Series Seed Fork Documents have not been prepared with your specific circumstances in mind, may not be suitable for use in your business, and do not constitute tax advice. Relying on these documents, you assume all risk and liability that may result.

Review all documents carefully for accuracy before using them. There may be BRACKETED TEXT requiring your attention.

COOLEY LLP PROVIDES THESE TERMS ON AN “AS IS” BASIS, AND SPECIFICALLY DISCLAIMS ALL WARRANTIES, TERMS, REPRESENTATIONS AND CONDITIONS WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND INCLUDING ANY WARRANTIES, TERMS, REPRESENTATIONS AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT.

Original README.md Text

About

Welcome to the GitHub repository for the Series Seed Documents, a standardized set of legal documents that can be quickly and easily deployed for a seed investment round. For more information on this release of the documents, please refer to the Series Seed blog or our Release Notes here on GitHub.

Contributing

We welcome contributions in the form of issues or pull requests. If you need help with this process, we've created a brief overview here.

License

Series Seed is open sourced under CC0.

Disclaimer

Neither I nor Fenwick & West, LLP assumes any responsibility for any consequence of using these documents. These documents have been prepared for informational purposes and is not intended to (a) constitute legal advice (b) create an attorney-client relationship (c) be advertising or a solicitation of any type. Each situation is highly fact specific and requires a knowledge of both state and federal laws and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Both I and Fenwick & West expressly disclaim any and all liability with respect to actions or omissions based on this website.