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Lawyer for SAFE Note

Updated: January 30, 2024
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You may need to raise seed capital if you are a startup company. If this is the case, you may need the services of a lawyer for a SAFE ( Simple Agreement for Future Equity ) note. A SAFE note constitutes a simple agreement for future equity between an investor and a startup company.

This critical and legally binding promise requires the skills of a lawyer for a SAFE note to help protect the investor's interests. SAFE notes are a type of equity purchase agreement that is becoming increasingly popular with startups.

What is a SAFE Note Lawyer?

A skilled lawyer for SAFE notes drafts the SAFE agreement, which outlines conditions whereby an investor can purchase a specified number of shares in the future for an agreed-upon price. The lawyer will also help to negotiate the terms of the SAFE note, such as the interest rate and the repayment schedule.

A SAFE note lawyer is a type of lawyer helps by drafting and negotiating SAFE notes so startups can raise capital. SAFE notes are a type of investment contract becoming increasingly popular with startups. They are simpler than traditional equity financing methods, which makes them an attractive option for both startups and investors. However, SAFE notes involve legal complexities that you should speak to a lawyer about.

Hiring a lawyer for a SAFE note can help you in a few ways, including:

  • Drafting an Equity Commitment Letter. First, they can help you draft the commitment to equity promised in the SAFE note. This agreement will outline the terms and conditions of the investment, such as the amount of money invested, the interest rate, and the repayment schedule.
  • Negotiating SAFE Note Costs. They can also help to negotiate the terms of the SAFE note, such as the SAFE note costs and interest rates. This is important because it ensures that the terms of the investment are fair and reasonable for both parties.
  • Drafting Associated Documents. Finally, they can help you draft the associated legal documents necessary to establish an investor rights agreement called a SAFE note. This includes the articles of incorporation, the investor rights agreement, and the stock purchase agreement.

Here is an article with more information on SAFE notes.

See SAFE Note Pricing by State

What Do SAFE Notes Do?

A SAFE note is a legal agreement between an investor and a startup company that outlines the conditions under which the investor provides funding to the company. The primary purpose of a SAFE note is to protect the investor's interests by ensuring that the terms of the investment are fair and reasonable.

A SAFE note will typically outline the following terms:

  1. Interest Rate
  2. Repayment Schedule
  3. The Equity Stake
  4. Dilution Protection
  5. The Valuation Cap
  6. Preferences

Here is an article about what to look for in SAFE note agreements.

SAFE Note Templates

Purchase and download templates drafted by lawyers in our network that match your needs.
Pre-Money SAFE Note (Discount, Valuation Cap)
Discount Rate & Valuation Cap
Pre-Money SAFE Note (Valuation Cap Only)
Valuation Cap, No Discount Rate
Post-Money SAFE Note (Discount, Valuation Cap)
Discount Rate & Valuation Cap
Post-Money SAFE Note (Valuation Cap Only)
Valuation Cap, No Discount Rate
SAFE Note (Discount Only, No Valuation Cap)
Discount Rate, No Valuation Cap
*By purchasing a template, you acknowledge that you have read and understood ContractsCounsel's Terms of Use.

How Much Do Lawyers for SAFE Notes Cost?

When considering this form of equity purchase agreement, you may wonder what a SAFE note costs. However, there is no simple answer. The cost of a lawyer for SAFE notes will depend on several factors, such as the deal's size, the negotiation's complexity, and the lawyer's experience.

Typically, lawyers for SAFE notes will charge an hourly rate. The average hourly rate for a lawyer in the United States is $280. However, experienced lawyers specializing in SAFE notes may charge a higher hourly rate.

The cost of a lawyer for SAFE notes will also depend on the time required to draft and negotiate the agreement.

Here is an article about the cost of SAFE notes.

Key Elements in a SAFE Note

Key elements of a SAFE note include valuation caps, pro-rata rights, most-favored-nation provisions, and discounts.

Valuation Caps

When the notes convert to equity, there is an upper limit on the company's valuation. This mechanism aligns the investor's interests with the company, as both want to increase the company's value. A valuation cap prevents the investor from overpaying for the company by setting a maximum valuation at which the shares can be converted. For example, if the company raises at a higher valuation than the valuation cap, then the SAFE investor converts their note at a share price equivalent to the cap.

Pro-Rata Right

Pro-rate rights give SAFE noteholders the right to maintain their ownership stake in the company if the company raises money from other investors in the future. This provision protects the SAFE note holder's interests by ensuring they will not be diluted if the company raises money from other investors.

Most-Favored Nation Provisions

Suppose the company raises money from another investor at a higher valuation. In that case, the original SAFE note investor will also get the same higher valuation. This provision protects the original investor from being diluted when the company raises money at a higher valuation in the future.


Discounts give shareholders a lower share price when the SAFE note converts since they can get early shares. In addition, investors profit from converting at insider pricing. This provision is meant to encourage early investment in the company by providing seed investors with a lower share price when the notes convert.

This is because the investor gets early shares, typically worth more than later ones. Therefore, the investor can profit from converting at insider pricing.

Here is an article that goes into more detail about the key elements of a SAFE note.

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Is a SAFE Note Legally Binding?

A SAFE note is a legally binding promise between an investor and a startup company. The primary purpose of a SAFE note is to protect the investor's interests by ensuring that the terms of the investment are fair and reasonable.

When drafting a SAFE note, it is important to ensure that all the key terms are clearly defined. This will help to avoid any misunderstandings or disputes down the road.

For a SAFE note to be legally binding, it must meet the requirements of a valid contract. A contract is an agreement between two or more parties that is enforceable by law. To be legally binding, a contract must have the following elements:

  1. Offer and Acceptance. There must be an offer by one party and an acceptance by the other party.
  2. Intention to Create Legal Relations. The parties must intend for the contract to be legally binding and intend to agree together.
  3. Consideration. Each party must receive something of value in exchange for their promise.
  4. Capacity. The parties must be of legal age and have the mental capacity to understand the terms of the contract.
  5. Legality. The contract must not be for an illegal purpose.

A SAFE note will not be legally binding if it does not meet all of the above requirements. A legally binding agreement, on the other hand, ensures that if one of the parties breaches the contract, the other party may be entitled to damages.

Here is an article outlining information about a SAFE investment.

As with many financial considerations, there are many moving parts. Using a skilled lawyer for a SAFE note agreement is the best way to ensure your rights are protected.

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