Model Legal Documents
The NVCA Model Legal Documents serve as the industry-embraced model documents to be used in venture capital financings.
What’s new: Most recently, the NVCA model documents were revised to reflect evolving market norms on key deal terms and recent changes to the law, such as the introduction of the Outbound Investment Security Program and bulk data rules. Moreover, the updated model documents incorporate mechanics for tranched financings, making transactions utilizing time- or milestone-based funding more efficient.
The revised documents include:
- Certificate of Incorporation
- Stock Purchase Agreement
- Investors’ Rights Agreement
- Voting Agreement
- Right of First Refusal and Co-Sale Agreement
In partnership with Aumni, a leading provider of investment analytics for the private capital markets, NVCA offers a new Enhanced Investors’ Rights Agreement, each with an embedded market analysis of deal term frequency and usage.
Why it matters: NVCA’s FREE Model Legal Documents democratize access to key insights. With significant growth in global VC investment, access to actionable analytics has never been more critical for the private market.
The documents enhance the venture ecosystem by:
- Reducing transaction costs and time
- Establishing industry norms
- Avoiding bias toward the VC or the company/entrepreneur
- Presenting potential options, reflecting a variety of financing terms
- Including helpful explanatory commentary
- Anticipating and eliminating traps for unenforceable or unworkable provisions
- Providing a comprehensive set of internally consistent financing documents
Have comments or suggestions? The General Counsel Advisory Board meets approximately once annually to review and revise the documents to reflect any legal developments. Document users may send feedback by emailing Diem-Mi Lu.
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NVCA Model Legal Documents
Financing Documents:
- Certificate of Incorporation (Updated October 2025)
- Stock Purchase Agreement (Updated October 2025)
- Investors’ Rights Agreement (Updated October 2025)
- Voting Agreement (Updated October 2025)
- Right of First Refusal and Co-Sale Agreement (Updated October 2025)
- Management Rights Letter (Updated July 2020)
- Indemnification Agreement (Updated July 2020)
- Model Legal Opinion
Other Documents:
- LPA Insert Language Regarding CFIUS (Updated July 2020)
- Life-Science Confidential Disclosure Agreement (Updated July 2025)
- Questionnaire for Directors and Executive Officers
- Questionnaire for 5% Holders in Connection with Public Offering
Model PIPE Financing Documents:
(Last Updated June 2025)
- Model PIPE Registration Rights Agreement (US Issuer)
- Model PIPE Securities Purchase Agreement (US Issuer)
- Model PIPE Form of Pre-Funded Warrant (US Issuer)
- Model PIPE Form of Common Warrant (US Issuer)
Model PIPE Financing Documents (FPIs):
(Last Updated August 2025)
Model University Biotech Licensing Term Sheet and Agreement
For more information on additional resources and best practices, click here.
Disclaimer: Each document is intended to serve as a starting point only and should be tailored to meet your specific requirements. These documents should not be construed as legal advice for any particular facts or circumstances.