Investor Rights Agreement (US)
Investor Rights Agreement for US seed and early-stage venture financing
INVESTOR RIGHTS AGREEMENT
Note: This is a short-form investor rights agreement designed for seed and early-stage US financings (individual angels or small institutional rounds). It assumes a Delaware C-corp or LLC and is meant to sit alongside a stock or unit purchase agreement, not replace one. For Series A or later rounds with multiple preferred classes, use a full NVCA-style agreement instead.
Note: State law matters. Several clauses below contain Option A / B / C blocks that switch based on the governing state and the states where Company employees or contractors are located. Read each Option helpText before deleting alternatives.
This Investor Rights Agreement (this "Agreement") is entered into as of [effective date] by and between [company legal name], a [state of incorporation] [entity type (corporation or llc)] (the "Company"), and each investor listed on the signature pages and on Exhibit A (each, an "Investor", and collectively, the "Investors").
1. PURPOSE; RELATIONSHIP TO OTHER DOCUMENTS
This Agreement sets out the rights granted to the Investors in connection with their investment in the Company. It applies alongside the Company's [charter or operating agreement], the [stock or unit purchase agreement title] dated [purchase agreement date], and any side letters. If there is a conflict, the [charter or operating agreement] controls, then this Agreement, then any other document, unless a later document expressly states it overrides this Agreement.
Note: Order of precedence matters. Charter / operating agreement is the corporate constitution; this Agreement is contractual; side letters typically rank below both unless they say otherwise. If you sign a side letter that conflicts, make the side letter override this Agreement expressly or you will have a drafting dispute later.
2. INFORMATION RIGHTS
2.1 Financial statements. Until a Qualified Exit (defined as an IPO, sale of the Company, or winding-up), the Company will provide to each Investor holding at least [minimum ownership threshold for information rights]% of Company [common or preferred securities] on an as-converted basis: (a) within 45 days after each fiscal quarter end, an unaudited balance sheet, income statement, and cash flow statement; and (b) within 120 days after each fiscal year end, annual financial statements, [reviewed or audited] if available.
2.2 Annual budget. The Company will provide an annual operating plan and budget within 45 days after the start of each fiscal year, with material updates when approved by the Board.
2.3 Inspection. On reasonable notice during normal business hours, the Company will permit an Investor (or its professional advisers bound by confidentiality) to inspect books and facilities, provided the inspection does not unreasonably disrupt operations or jeopardize attorney-client privilege.
2.4 Confidentiality. All information provided under this Section 2 is Company confidential information and may not be disclosed except to an Investor's affiliates, partners, and advisers who need to know and are bound by confidentiality, or as required by law.
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