These are general templates. They are not model contracts, and they are not meant to be copied and pasted.
Every one of them is a skeleton: a structure showing which questions a particular kind of agreement has to answer, written deliberately in generic terms so that the shape is visible. None of them describes your transaction, your counterparty, your assets or your jurisdiction. Not one is complete as it stands.
Using a template unchanged is worse than having no document at all. A document that looks like a contract, has been signed, and does not say what the parties actually agreed creates a dispute rather than preventing one. The square brackets are not decoration. Every one of them marks a decision that only you can take, and a template with brackets still in it has not been adapted, it has merely been signed.
What you have to do with them
- Adapt every clause to your own situation. Delete what does not apply. Add what your deal needs and these templates do not cover. Change anything that does not describe what you actually agreed.
- Choose between the alternatives. Several templates offer options, marked
[CHOOSE ONE]. Leaving both in makes the document contradict itself. - Fill in every bracket, and read the drafting notes under each template, which explain where the real risk in that particular agreement sits.
- Have it reviewed by a lawyer licensed where you live before signing anything material.
Why local review is not optional
Contract law, formal requirements, consumer and employment protection, tax treatment, and the rules on security interests differ enormously between countries. A clause that is standard in one system is void in another. Some of these documents require notarisation, registration or witnesses to have any effect where you are. Some touch regulated activity, and carrying out the underlying transaction at all may require a licence.
These templates are written to be jurisdiction-neutral, which is exactly why none of them is correct for any specific jurisdiction, including yours. Neutrality is what makes them useful for understanding a structure and useless as a finished document.
What they are genuinely good for
Use them to understand the structure of the deal, to see which questions you have not yet answered, and to arrive at a lawyer's office already knowing what you want. That is worth a great deal and will save you a substantial amount of money and time. It is not the same as having a contract.
How to use these
Text in [SQUARE BRACKETS] is for you to replace. Text in italics within the notes explains a choice you need to make.
Three habits that apply to all of them:
- Never put a seed phrase, private key or passphrase in a contract. Contracts get copied, filed, disclosed in disputes, and read by people who were never meant to see them. Reference where key material is held; never reproduce it.
- Always specify the price source and the time. "The market price" is not a term. "The price shown by [SOURCE] at [TIME] on [DATE], [TIMEZONE]" is.
- Always require a small test transaction before a large one. Address errors are irreversible, and a test transaction costs almost nothing.
The twenty-five templates
Grouped by what you are trying to do. Each is a structural skeleton with notes on where the real risk sits, not a model contract.
Buying, selling and lending
Custody and keys
Gifts and incapacity
Mining and infrastructure
Being paid in Bitcoin
Companies and groups
Declarations and boilerplate
Peer-to-peer Bitcoin sale agreement
For a private sale between two individuals, in person or remotely. A document people ask about often, and one that is frequently done badly.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
BITCOIN SALE AGREEMENT
Between:
SELLER: [FULL LEGAL NAME], [ADDRESS], [ID TYPE AND NUMBER]
BUYER: [FULL LEGAL NAME], [ADDRESS], [ID TYPE AND NUMBER]
Date: [DATE]
1. SUBJECT
The Seller agrees to transfer to the Buyer [AMOUNT] BTC
("the Bitcoin"), and the Buyer agrees to pay the Price,
on the terms below.
2. PRICE AND PRICE SOURCE
2.1 The Price is [AMOUNT] [CURRENCY].
2.2 The Price was determined by reference to the rate published
by [PRICE SOURCE] at [TIME] on [DATE] ([TIMEZONE]),
being [RATE] [CURRENCY] per BTC, [plus/minus] a premium of
[X]%.
2.3 The Price is fixed and does not vary with subsequent
movements in the market rate.
3. PAYMENT
3.1 The Buyer shall pay the Price by [METHOD] to
[ACCOUNT DETAILS OR SEPARATE SCHEDULE].
3.2 Payment shall be made by [DEADLINE].
3.3 Payment is deemed made when funds are irrevocably credited
and cannot be reversed, charged back or recalled.
4. DELIVERY
4.1 The Seller shall transfer the Bitcoin to the address
notified by the Buyer in writing ("the Receiving Address").
4.2 The Buyer shall confirm the Receiving Address by
[SECOND CHANNEL], and the Seller shall not act on an
address received by a single channel.
4.3 The Seller shall first send a test transaction of
[TEST AMOUNT] BTC. The Buyer shall confirm receipt in
writing before the balance is sent.
4.4 Delivery is complete when the transaction has
[NUMBER] confirmations on the Bitcoin network.
4.5 Transaction fees are borne by [PARTY].
5. ORDER OF PERFORMANCE
[CHOOSE ONE]
(a) Payment first: the Seller shall transfer within
[PERIOD] of payment being deemed made under clause 3.3.
(b) Delivery first: the Buyer shall pay within [PERIOD] of
delivery being complete under clause 4.4.
(c) Simultaneous, using the escrow arrangement in Schedule 1.
6. SELLER'S WARRANTIES
The Seller warrants that:
(a) the Seller is the sole owner of the Bitcoin and has full
authority to transfer it;
(b) the Bitcoin is free of any lien, pledge or third-party claim;
(c) the Bitcoin was lawfully acquired and does not derive from
any unlawful activity;
(d) the Seller is not subject to any sanctions measure.
7. BUYER'S WARRANTIES
The Buyer warrants that:
(a) the funds used to pay the Price were lawfully acquired;
(b) the Buyer is acting on their own behalf and not for an
undisclosed third party;
(c) the Receiving Address is controlled by the Buyer;
(d) the Buyer is not subject to any sanctions measure.
8. IRREVERSIBILITY AND ADDRESS RISK
8.1 The parties acknowledge that Bitcoin transactions cannot
be reversed.
8.2 The Seller is not liable for loss resulting from an
incorrect Receiving Address notified by the Buyer.
9. TAXES
Each party is solely responsible for determining and
discharging their own tax obligations arising from this
transaction, and for their own reporting.
10. RECORDS
Each party shall retain a copy of this Agreement, the
transaction ID, and evidence of payment, for not less than
[PERIOD].
11. GOVERNING LAW AND DISPUTES
This Agreement is governed by the law of [JURISDICTION].
[Insert dispute resolution clause: see Template 16.]
12. ENTIRE AGREEMENT
This document contains the entire agreement between the
parties and supersedes all prior discussions.
SIGNED:
Seller: ______________________ Date: __________
Buyer: ______________________ Date: __________
[Witnesses or notarisation if required in your jurisdiction]
Notes. Clause 5 is the whole negotiation: whoever performs second holds the risk. For anything material, use escrow rather than trusting the order of performance. Clause 3.3 matters more than it looks, since several common payment methods can be reversed for weeks after they appear to have settled.
Escrow agreement (three-party)
Adds a neutral third party who holds one side of the trade until the other performs. Use for any sale large enough that you would not accept counterparty risk.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
ESCROW AGREEMENT
Between:
SELLER: [NAME AND DETAILS]
BUYER: [NAME AND DETAILS]
ESCROW AGENT: [NAME, CAPACITY, DETAILS]
Date: [DATE]
1. PURPOSE
The parties have entered into a sale agreement dated [DATE]
("the Sale Agreement"). This Agreement appoints the Escrow
Agent to hold [the Bitcoin / the funds / both] until the
release conditions are satisfied.
2. WHAT IS HELD
2.1 [The Seller shall transfer [AMOUNT] BTC to the escrow
address [ADDRESS or MULTISIG DESCRIPTION].]
2.2 [The Buyer shall transfer [AMOUNT] [CURRENCY] to the
escrow account identified separately.]
3. ESCROW MECHANISM
[CHOOSE ONE]
(a) The Escrow Agent holds sole control of the escrow address.
(b) The escrow address is a 2-of-3 multisignature address with
one key held by each of the Seller, the Buyer and the
Escrow Agent. The Escrow Agent's key is used only to break
a deadlock under clause 6.
4. RELEASE CONDITIONS
The Escrow Agent shall release to the Buyer when all of the
following are satisfied:
(a) the Escrow Agent has confirmed receipt of the Price in
cleared and irreversible funds;
(b) [ANY FURTHER CONDITION];
(c) [PERIOD] has elapsed without a dispute notice under
clause 6.
5. RETURN CONDITIONS
The Escrow Agent shall return the Bitcoin to the Seller if:
(a) the Price is not received by [DEADLINE]; or
(b) both parties jointly instruct return in writing.
6. DISPUTES
6.1 Either party may give written notice of dispute to the
Escrow Agent before release.
6.2 On receiving a dispute notice, the Escrow Agent shall
release nothing until it receives either joint written
instructions or a decision under clause 7.
6.3 [Optional: the Escrow Agent may decide the dispute acting
reasonably on the documents submitted, and the parties
agree to be bound by that decision.]
7. DEADLOCK
If no joint instruction or decision is received within
[PERIOD], the matter shall be determined under
[DISPUTE RESOLUTION MECHANISM: see Template 16].
8. ESCROW AGENT'S DUTIES AND LIMITS
8.1 The Escrow Agent acts as a neutral stakeholder and owes
no duty of advice to either party.
8.2 The Escrow Agent shall follow this Agreement strictly and
exercise no discretion beyond it.
8.3 The Escrow Agent is not liable except for [gross
negligence / wilful misconduct].
8.4 The Escrow Agent's fee is [AMOUNT], payable by [PARTY],
and is earned on [EVENT].
8.5 The Escrow Agent shall keep the escrow key material secure
and shall not disclose it to either party.
9. RECORDS
The Escrow Agent shall provide each party with the transaction
IDs of all movements into and out of the escrow address.
10. GOVERNING LAW
[JURISDICTION].
SIGNED by all three parties:
Seller: __________ Buyer: __________ Escrow Agent: __________
Before anything else: holding another person's funds pending a condition may itself be a regulated activity where you are, depending on how the funds are held and whether it is done in the course of a business. That question is about the escrow agent's own position, not the parties', and it is not answered by anything in this document. Establish it before agreeing to act, and before asking anyone else to.
Notes. Option 3(b), a 2-of-3 multisig, is materially safer than 3(a): the escrow agent alone cannot move funds, and if they disappear, buyer and seller can still cooperate to resolve. Use it wherever the counterparties are technically capable.
Loan agreement secured on Bitcoin collateral
A cash loan secured by Bitcoin held in escrow or multisig. Volatility makes the margin clauses the heart of the document.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
SECURED LOAN AGREEMENT
Between:
LENDER: [NAME AND DETAILS]
BORROWER: [NAME AND DETAILS]
Date: [DATE]
1. LOAN
1.1 The Lender lends [AMOUNT] [CURRENCY] ("the Principal").
1.2 The Principal shall be advanced by [METHOD] on [DATE].
2. INTEREST
2.1 Interest accrues at [RATE]% per annum, calculated
[daily/monthly] on the outstanding Principal.
2.2 Interest is payable [monthly in arrears / on repayment].
3. TERM AND REPAYMENT
3.1 The Loan is repayable in full on [DATE] ("the Maturity
Date").
3.2 The Borrower may repay early [without penalty / subject to
[X] days' notice].
4. COLLATERAL
4.1 The Borrower shall transfer [AMOUNT] BTC ("the Collateral")
to [a 2-of-3 multisignature address with keys held by the
Borrower, the Lender and [THIRD PARTY] / the address
specified in Schedule 1].
4.2 The Collateral secures all sums owing under this Agreement.
4.3 Beneficial ownership of the Collateral remains with the
Borrower until enforcement under clause 7.
4.4 The Lender shall not lend, rehypothecate, stake or
otherwise use the Collateral, and shall hold it
unencumbered and segregated.
5. VALUATION
5.1 The Collateral is valued by reference to [PRICE SOURCE],
measured at [TIME] [TIMEZONE] each [day/week].
5.2 The Loan-to-Value ratio ("LTV") is the outstanding balance
divided by the value of the Collateral.
5.3 The LTV at the date of this Agreement is [X]%.
6. MARGIN
6.1 If the LTV exceeds [MARGIN CALL LTV]%, the Lender may give
written notice requiring the Borrower to either transfer
additional Collateral or repay part of the Principal, so
as to restore the LTV to [TARGET LTV]% or below.
6.2 The Borrower shall comply within [PERIOD] of the notice.
6.3 Notice shall be given by [METHOD] to [CONTACT], and shall
be deemed received [WHEN].
7. EVENTS OF DEFAULT AND ENFORCEMENT
7.1 Each of the following is an Event of Default:
(a) failure to repay on the Maturity Date;
(b) failure to comply with a margin call under clause 6.2;
(c) the LTV exceeding [LIQUIDATION LTV]%;
(d) [OTHER].
7.2 On an Event of Default, the Lender may, after giving
[PERIOD] written notice, sell so much of the Collateral as
is necessary to discharge the outstanding balance and
reasonable costs.
7.3 The Lender shall sell in a commercially reasonable manner
and shall account to the Borrower in writing for the sale
price, costs deducted, and any surplus.
7.4 Any surplus shall be returned to the Borrower within
[PERIOD]. Any shortfall remains payable by the Borrower.
8. RETURN OF COLLATERAL
On repayment in full, the Lender shall cooperate to release
the Collateral to the Borrower within [PERIOD].
9. TAX
Each party is responsible for its own tax position. The
parties acknowledge that the transfer of Collateral, its
return, and any enforcement sale may each have tax
consequences, and that each party has taken its own advice.
10. WARRANTIES
The Borrower warrants sole ownership of the Collateral, that
it is free of other security, and that it was lawfully
acquired.
11. GOVERNING LAW AND DISPUTES
[JURISDICTION]. [See Template 16.]
SIGNED:
Lender: ______________ Borrower: ______________
Before anything else: lending as a regular activity, or lending to consumers rather than between businesses, commonly requires authorisation and brings consumer credit rules with it: prescribed pre-contract disclosure, cooling-off periods, limits on default interest and restrictions on enforcement. Those requirements attach to the lender. Establish whether they apply before lending, and note that a loan made without a required authorisation can be unenforceable against the borrower.
Notes. Clause 4.4 governs where the collateral is held and who can move it: it governs where the collateral is held and who can move it. Clause 6.3 matters more than borrowers expect: if notice is deemed received when sent to an email you do not check, a liquidation can happen before you know a margin call was made. And take advice on clause 9 before signing: in some systems transferring collateral is itself a taxable disposal.
Gift of Bitcoin
Evidences that a transfer was a gift and not a loan, a payment or a sale. Matters for tax, for the recipient's source of funds file, and for later family disputes.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
GIFT OF BITCOIN: DECLARATION SKELETON
I, [DONOR FULL LEGAL NAME], of [ADDRESS], born [DATE OF BIRTH],
declare as follows.
1. GIFT
I have transferred to [RECIPIENT FULL LEGAL NAME], of
[ADDRESS], [AMOUNT] BTC ("the Gift").
2. TRANSFER DETAILS
2.1 Date of transfer: [DATE]
2.2 Transaction ID: [TXID]
2.3 Receiving address: [ADDRESS]
2.4 Value at the date of transfer: [AMOUNT] [CURRENCY],
by reference to [PRICE SOURCE] at [TIME] [TIMEZONE].
3. NATURE OF THE TRANSFER
3.1 The Gift is made freely and voluntarily, out of natural
love and affection, and with no expectation of repayment,
return, service or benefit of any kind.
3.2 The Gift is not a loan. No sum is or will become repayable.
3.3 The Gift is not payment for goods, services or any other
consideration.
3.4 The Gift is [outright and unconditional / subject to the
conditions in clause 4].
4. CONDITIONS [DELETE IF NONE]
[Set out any condition. Note that conditional gifts are treated
very differently between jurisdictions and may not be
effective. Take advice before using this clause.]
5. CAPACITY AND SOLVENCY
5.1 I make this Gift of my own free will, without pressure
from any person.
5.2 I am solvent, and the Gift does not render me unable to
meet my liabilities as they fall due.
6. SOURCE
The Bitcoin given was lawfully acquired by me [in/from
[BRIEF DESCRIPTION]] and does not derive from any unlawful
activity.
7. TAX
The parties acknowledge that this Gift may have tax
consequences for either or both of them, that reporting
obligations may arise, and that each has taken or declined
independent advice.
8. RECORDS
Each party shall retain an original of this document.
9. GOVERNING LAW
This declaration is governed by the law of [JURISDICTION].
SIGNED by the Donor:
Donor: ______________________ Date: __________
Acknowledged and accepted by the Recipient:
Recipient: __________________ Date: __________
Witness: ____________________ Date: __________
Name and address of witness: [DETAILS]
Notes. Clause 5.2 exists because gifts made while insolvent can be clawed back by creditors in most systems. Clause 3.2 is the one that protects the recipient years later when a bank or tax authority asks where the money came from. Many jurisdictions require gifts above a threshold to be reported, and several require a specific form or a notary, so check locally before relying on this alone.
Key holder appointment
Appoints a trusted person to hold a key, a backup or a sealed envelope, and defines precisely what they may and may not do with it. Central to any inheritance or redundancy plan.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
KEY HOLDER APPOINTMENT
Between:
PRINCIPAL: [NAME, ADDRESS, DATE OF BIRTH]
KEY HOLDER: [NAME, ADDRESS, DATE OF BIRTH]
Date: [DATE]
1. APPOINTMENT
The Principal appoints the Key Holder to hold the item
described in clause 2, on the terms of this Agreement.
2. WHAT IS HELD
2.1 The Key Holder holds: [DESCRIBE WITHOUT DISCLOSING
CONTENTS, e.g. "one sealed envelope marked A", "one
hardware signing device", "one metal backup plate in a
sealed tamper-evident bag numbered [X]"].
2.2 The item is held at [LOCATION].
2.3 The Key Holder [has been / has not been] informed of the
contents.
3. WHAT THE KEY HOLDER MAY NOT DO
The Key Holder shall not:
(a) open, read, photograph, copy or transcribe the item,
except as permitted under clause 4;
(b) disclose the existence, location or contents of the item
to any person, except as permitted under clause 4;
(c) enter the contents into any computer, telephone, website
or software;
(d) use the item for the Key Holder's own benefit;
(e) transfer the item to any other person, except under
clause 5.
4. WHEN THE ITEM MAY BE RELEASED
The Key Holder shall release the item only:
(a) to the Principal, on request, at any time; or
(b) on production of a certified copy of the Principal's death
certificate, to [NAMED PERSON] or to the person then
acting as executor or administrator of the Principal's
estate; or
(c) on [OTHER DEFINED TRIGGER, e.g. production of a medical
certificate of incapacity, or a court order]; or
(d) as directed by a court of competent jurisdiction.
5. IF THE KEY HOLDER CANNOT CONTINUE
5.1 If the Key Holder is unable or unwilling to continue, they
shall notify the Principal in writing and return the item
to the Principal.
5.2 If the Principal cannot be contacted within [PERIOD], the
Key Holder shall [deposit the item with [SUBSTITUTE] /
deliver it to [LAWYER]].
5.3 The Key Holder shall inform [NAMED PERSON] of the
existence of this appointment, so that it is not lost if
the Key Holder dies.
6. STANDARD OF CARE
The Key Holder shall keep the item as securely as they would
keep a valuable item of their own, and in any event in a
[safe / bank deposit box / locked container] at the location
in clause 2.2.
7. NO LIABILITY FOR VALUE
The Key Holder is not a trustee of, and assumes no
responsibility for the value of, any assets to which the item
may relate. The Key Holder's obligations are limited to safe
custody and the restrictions in clause 3.
8. COMPENSATION
The Key Holder acts [gratuitously / for [AMOUNT] per year].
9. TERMINATION
The Principal may terminate this appointment at any time in
writing, whereupon the Key Holder shall return the item within
[PERIOD].
10. REVIEW
The parties shall confirm in writing every [PERIOD] that this
arrangement remains in force and that the item is intact.
11. GOVERNING LAW
This Agreement is governed by the law of [JURISDICTION].
SIGNED:
Principal: __________________ Date: __________
Key Holder: _________________ Date: __________
Notes. Clause 5.3 is the one people forget, and it is the reason plans fail: the key holder dies and their family throws away an envelope nobody could explain. Clause 10 is equally important, since an unreviewed arrangement silently decays as devices are replaced. Never describe the contents in clause 2.1 with enough specificity to make the item a target.
Multisignature co-holders agreement
For several people jointly controlling funds through a multisig: a family, business partners, a club, or a treasury. Defines who may propose, who must sign, and what happens when someone leaves.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
MULTISIGNATURE CO-HOLDERS AGREEMENT
Between: [NAMES AND DETAILS OF ALL PARTIES]
Date: [DATE]
1. THE ARRANGEMENT
1.1 The parties jointly control a [M]-of-[N] multisignature
wallet ("the Wallet").
1.2 Each party holds one key. The allocation is recorded in
Schedule 1.
1.3 The wallet descriptor / configuration file is held by
[EACH PARTY / [CUSTODIAN]] at [LOCATION], and each party
acknowledges that the descriptor is necessary for recovery
and must be preserved independently of the keys.
2. BENEFICIAL OWNERSHIP
2.1 The funds in the Wallet are owned as follows:
[NAME]: [X]% [NAME]: [Y]% [NAME]: [Z]%
2.2 Holding a key does not confer beneficial ownership beyond
the share in clause 2.1.
3. AUTHORISING A TRANSACTION
3.1 Any party may propose a transaction by [METHOD], stating
the amount, the destination address and the purpose.
3.2 A transaction requires [M] signatures.
3.3 [Optional: transactions above [AMOUNT] require the consent
of all parties, regardless of the signing threshold.]
3.4 Every destination address shall be verified by at least
two parties through separate channels before signing.
3.5 A test transaction shall be sent first for any transfer
above [AMOUNT].
4. DUTIES OF EACH KEY HOLDER
Each party shall:
(a) keep their key secure and never disclose it;
(b) never store their key with the descriptor in the same
place;
(c) notify the others immediately if their key is lost,
compromised or suspected compromised;
(d) participate in a recovery test every [PERIOD].
5. LOSS OR COMPROMISE OF A KEY
5.1 On notice under clause 4(c), the parties shall promptly
cooperate to move the funds to a newly generated wallet
with a replacement key set.
5.2 The costs of doing so are borne by [THE PARTY AT FAULT /
all parties in proportion to their shares].
6. DEATH OR INCAPACITY OF A PARTY
6.1 On the death of a party, their key shall be dealt with as
provided in their will or estate arrangements, and their
share under clause 2.1 forms part of their estate.
6.2 The surviving parties shall cooperate with the deceased
party's executor to give effect to clause 6.1.
6.3 [Optional: the surviving parties may purchase the deceased
party's share at a value determined under clause 8.]
7. WITHDRAWAL OF A PARTY
7.1 A party may withdraw on [PERIOD] written notice.
7.2 On withdrawal, the parties shall cooperate to transfer the
withdrawing party's share to an address they nominate, and
to re-establish the Wallet with a new key set.
8. VALUATION
Where a share must be valued, it shall be valued by reference
to [PRICE SOURCE] at [TIME] on the relevant date.
9. DEADLOCK
If the parties cannot agree on a proposed transaction within
[PERIOD], the matter shall be resolved under [MECHANISM: see
Template 16].
10. RECORDS
The parties shall maintain a shared record of all
transactions, including transaction IDs and purposes.
11. GOVERNING LAW
[JURISDICTION].
SIGNED by each party.
SCHEDULE 1: KEY ALLOCATION
[Party] - key [1] - device type [X] - backup location
[DESCRIPTION WITHOUT DISCLOSING CONTENTS]
Notes. Clause 1.3 is the sleeper. A correct set of keys with a lost descriptor produces an empty wallet and an heir who concludes the funds are gone. Clause 4(d), the periodic recovery test, is what converts this from a document into a working arrangement.
Collaborative custody agreement
Where a service provider holds one key in a multisig alongside the client. Sets out what the provider will and will not do, and what happens if the provider fails.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
COLLABORATIVE CUSTODY AGREEMENT
Between:
CLIENT: [NAME AND DETAILS]
PROVIDER: [ENTITY NAME, REGISTERED NUMBER, ADDRESS]
Date: [DATE]
1. NATURE OF THE SERVICE
1.1 The parties will establish a [M]-of-[N] multisignature
wallet in which the Provider holds [NUMBER] key(s) and the
Client holds [NUMBER] key(s).
1.2 The Provider cannot move funds alone. Any spend requires
at least [NUMBER] key(s) held by the Client.
1.3 The parties intend that the Client retains beneficial
ownership of all assets at all times.
1.4 Clauses 1.2 and 1.3 record the factual arrangement and the
parties' intention. They do not determine how the
arrangement is characterised for regulatory, custody,
licensing or tax purposes, which is a question of the
applicable law and not of what the parties agree to call
it.
2. THE PROVIDER'S OBLIGATIONS
The Provider shall:
(a) generate and hold its key securely, and never disclose it;
(b) co-sign a transaction properly requested and verified in
accordance with clause 3;
(c) maintain the wallet descriptor and provide a copy to the
Client on request and at least every [PERIOD];
(d) not lend, pledge, rehypothecate or otherwise use any
asset;
(e) notify the Client without undue delay of any security
incident affecting its key.
3. TRANSACTION REQUESTS AND VERIFICATION
3.1 The Client may request co-signing by [METHOD].
3.2 The Provider shall verify the request by [VERIFICATION
PROCEDURE, e.g. video call, shared secret, pre-agreed
questions].
3.3 The Provider shall refuse to co-sign where verification
fails.
3.4 The Provider shall co-sign within [PERIOD] of successful
verification.
4. WHAT THE PROVIDER WILL NOT DO
4.1 The Provider shall not co-sign any transaction not
requested and verified under clause 3.
4.2 The Provider shall not act on instructions from any person
other than the Client or a person authorised under
clause 5.
5. INHERITANCE AND INCAPACITY
5.1 The Client [has / has not] nominated [NAME] as the person
entitled to act on the Client's death or incapacity.
5.2 The Provider shall act on production of [SPECIFIED
DOCUMENTS] and after verification under clause 3.2.
5.3 The Provider shall not disclose the existence of the
Client's account to any person before that point.
6. IF THE PROVIDER FAILS
6.1 The Client acknowledges that the Client can recover the
assets without the Provider, using the Client's own keys
and the descriptor, provided the threshold is met.
6.2 The Provider shall maintain arrangements ensuring the
Client is notified and provided with the descriptor if the
Provider ceases to operate.
6.3 [Optional: the descriptor is deposited with [THIRD PARTY]
as an independent backup.]
7. FEES
[AMOUNT] per [PERIOD], payable [WHEN]. Non-payment does not
entitle the Provider to withhold co-signing of a transaction
returning assets to the Client.
8. LIABILITY
8.1 The Provider is liable for [DEFINE].
8.2 The Provider is not liable for loss of the Client's own
keys or backups.
8.3 [LIABILITY CAP, IF ANY.]
9. TERMINATION
Either party may terminate on [PERIOD] notice. On
termination, the Provider shall cooperate to move the assets
to a wallet controlled solely by the Client, and shall
provide the descriptor.
10. DATA
The Provider shall process the Client's personal data only
as necessary to provide the service, and shall retain it for
no longer than [PERIOD] after termination, subject to legal
retention obligations.
11. GOVERNING LAW
[JURISDICTION].
SIGNED.
Before anything else: this document is written from the service provider's side. Holding a key for another person, and charging for it, may itself be a regulated activity where you are, depending on how the keys are held, what the provider can do alone, and whether it is done in the course of a business. Custody, safekeeping and wallet provision are licensed activities in a number of jurisdictions. That question concerns the provider's own position and is not answered by anything in this document. Establish it before offering the service, and before agreeing to receive it from someone who has not.
Notes. Clauses 6.1 to 6.3 are the ones to read hardest in any real provider's terms. If you cannot recover without the provider, this is not collaborative custody, it is custody. Clause 7's final sentence prevents a provider from holding your assets hostage over an unpaid invoice.
Mining hosting agreement
Where you own machines that someone else houses and powers. The energy, uptime and access clauses are where the money is.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
MINING HOSTING AGREEMENT
Between:
OWNER: [NAME AND DETAILS]
OPERATOR: [ENTITY NAME, REGISTERED NUMBER, ADDRESS]
Date: [DATE]
1. EQUIPMENT
1.1 The Owner delivers to the Operator the equipment listed in
Schedule 1 ("the Equipment"), identified by serial number.
1.2 Title to the Equipment remains with the Owner at all times.
The Operator has no lien, charge or right of retention over
the Equipment except as expressly provided in clause 9.
1.3 The Operator shall keep the Equipment identifiable and
separate from its own property and that of other clients.
2. HOSTING SERVICES
The Operator shall:
(a) house the Equipment at [SITE ADDRESS];
(b) supply electrical power up to [CAPACITY] kW;
(c) provide cooling, network connectivity and physical security;
(d) monitor the Equipment and perform basic maintenance;
(e) notify the Owner of any failure within [PERIOD].
3. POWER AND FEES
3.1 Power is charged at [RATE] per kWh [or: at cost plus [X]%,
evidenced by the supplier's invoices].
3.2 A hosting fee of [AMOUNT] per [unit/period] is payable.
3.3 Invoices are issued [monthly] and payable within [PERIOD].
3.4 [Price adjustment: the Operator may adjust the power rate
on [PERIOD] notice if its own supply cost changes by more
than [X]%. The Owner may terminate without penalty within
[PERIOD] of such notice.]
4. UPTIME
4.1 The Operator shall use [reasonable endeavours / best
endeavours] to maintain uptime of at least [X]%, measured
[monthly], excluding Excused Downtime.
4.2 "Excused Downtime" means downtime caused by: scheduled
maintenance notified [PERIOD] in advance and not exceeding
[X] hours per month; grid curtailment; force majeure; or
failure of the Equipment itself.
4.3 If uptime falls below [X]%, the Owner is entitled to
[service credit of [FORMULA] / termination without
penalty].
5. CURTAILMENT
5.1 The Operator may curtail operation where required by the
grid operator or by [DEFINED CIRCUMSTANCES].
5.2 The Operator shall notify the Owner of curtailment
exceeding [PERIOD] and shall not charge power fees for
curtailed periods.
6. MINING OUTPUT
6.1 All Bitcoin mined by the Equipment belongs to the Owner.
6.2 The Equipment shall point to [POOL / ADDRESS] as directed
by the Owner, and the Operator shall not change the
configuration without written instruction.
6.3 [If the Operator receives any output: the Operator shall
transfer it to the Owner's address [ADDRESS] within
[PERIOD], and shall not commingle it with its own funds.]
7. ACCESS AND INSPECTION
The Owner may inspect the Equipment on [PERIOD] notice during
business hours, and may [remotely monitor via [METHOD]].
8. RISK, INSURANCE AND DAMAGE
8.1 Risk of loss or damage passes to the Operator on delivery
and remains with the Operator until collection.
8.2 The Operator shall maintain insurance covering the
Equipment to at least [AMOUNT], and shall provide evidence
on request.
8.3 The Operator is liable for damage caused by its failure to
maintain the environmental conditions in clause 2.
9. TERMINATION AND RETURN
9.1 Either party may terminate on [PERIOD] notice.
9.2 On termination, the Operator shall make the Equipment
available for collection within [PERIOD].
9.3 The Operator may withhold the Equipment only for undisputed
invoices overdue by more than [PERIOD], and only after
[PERIOD] written notice.
9.4 The Operator shall not sell, dispose of or repurpose the
Equipment without a court order.
10. INSOLVENCY
The Owner's title under clause 1.2 shall be asserted in the
event of the Operator's insolvency. The Operator shall
maintain records sufficient to identify the Owner's Equipment
at all times.
11. GOVERNING LAW
[JURISDICTION].
SIGNED:
Owner: ______________________ Date: __________
Operator: ___________________ Date: __________
Name and position: [DETAILS]
SCHEDULE 1: EQUIPMENT
[Model] | [Serial number] | [Rated power] | [Delivery date]
Notes. Clauses 1.2, 1.3 and 10 together are what determine whether you get your machines back when a hosting company fails. Identifiability is the practical question: if your hardware cannot be distinguished from everyone else's in the insolvency, ownership on paper may not help you.
Mining revenue sharing agreement
Where one party provides capital and another provides operations, and they split the output. Defines the split, the costs, and who owns what.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
MINING REVENUE SHARING AGREEMENT
Between:
INVESTOR: [NAME AND DETAILS]
OPERATOR: [NAME AND DETAILS]
Date: [DATE]
1. CONTRIBUTIONS
1.1 The Investor contributes [AMOUNT] [CURRENCY] for the
acquisition of equipment listed in Schedule 1.
1.2 The Operator contributes [site, power contract, labour,
expertise, DESCRIBE].
2. OWNERSHIP
2.1 The equipment is owned by [INVESTOR / jointly in the
proportions [X]:[Y]].
2.2 This Agreement does not create a partnership, joint venture
or company, and neither party may bind the other.
[Note: whether this is legally effective depends on your
jurisdiction. In several systems a profit-sharing arrangement
may be characterised as a partnership regardless of what the
document says, with consequences for liability and tax. Take
advice.]
3. REVENUE SHARING
3.1 Gross mining output shall be allocated: Investor [X]%,
Operator [Y]%.
3.2 [Alternatively: the Operator shall first deduct actual
power and hosting costs, evidenced by invoices, and the
net output shall be allocated [X]:[Y].]
3.3 Allocation and distribution shall occur [weekly/monthly].
3.4 The Investor's share shall be sent to [ADDRESS], notified
in writing and verified by two channels.
4. COSTS
4.1 Power and hosting costs are borne by [PARTY].
4.2 Repairs and replacement parts are borne by [PARTY] up to
[AMOUNT] per [PERIOD], and above that by agreement.
4.3 The Operator shall provide monthly statements showing
hashrate, uptime, output, costs and the allocation
calculation.
5. TRANSPARENCY
5.1 The Operator shall provide the Investor with read-only
access to [pool account / monitoring dashboard].
5.2 The Investor may audit the records on [PERIOD] notice, at
the Investor's cost unless a discrepancy above [X]% is
found.
6. TERM AND EXIT
6.1 The term is [PERIOD], renewable by agreement.
6.2 On termination, the equipment shall be [returned to the
Investor / sold and the proceeds divided [X]:[Y]].
6.3 Either party may terminate for material breach not
remedied within [PERIOD] of written notice.
7. RISK
The Investor acknowledges that mining revenue depends on
factors outside either party's control, including network
difficulty, the Bitcoin price and energy costs, and that the
Operator gives no guarantee of return.
8. TAX
Each party is responsible for its own tax position. The
parties acknowledge that mining output may be taxable on
receipt and that each has taken independent advice.
9. GOVERNING LAW
[JURISDICTION].
SIGNED.
Before anything else: an arrangement in which one party provides money and relies on another party's efforts to generate a return is the pattern that securities regulation examines, in the United States and in many other systems. Calling it a revenue share, a partnership or a hosting agreement does not settle the question; the substance of the arrangement does. If money is being raised from people who will not operate anything, take advice on that before the arrangement is offered, not after.
Notes. Clause 2.2 deserves real attention. Profit-sharing arrangements are frequently recharacterised as partnerships, which can make each party liable for the other's debts and change the tax treatment entirely. Whether the clause works is a question of local law, not of drafting.
Payment in Bitcoin clause (for any contract)
A clause to insert into an existing contract where payment will be made in Bitcoin. Handles the two problems: volatility between invoice and payment, and what happens if the payment goes wrong.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
PAYMENT IN BITCOIN
1. CURRENCY OF ACCOUNT AND CURRENCY OF PAYMENT
1.1 The amounts payable under this Agreement are denominated
in [CURRENCY] ("the Currency of Account").
1.2 The parties agree that payment shall be made in Bitcoin
("the Currency of Payment").
[Alternative: amounts are denominated in BTC, in which case
delete clauses 2 and 3 and state the BTC amount directly.]
2. CONVERSION
2.1 The amount of Bitcoin payable shall be calculated by
dividing the invoiced amount in the Currency of Account by
the rate published by [PRICE SOURCE] at [TIME]
[TIMEZONE] on [the invoice date / the payment date].
2.2 The payer shall state the rate used and the source on the
remittance advice.
3. RATE VALIDITY WINDOW
3.1 A quoted Bitcoin amount is valid for [PERIOD] from the
time of quotation.
3.2 If payment is not made within that period, the amount
shall be recalculated at the rate prevailing at the time
of payment, determined under clause 2.1.
4. PAYMENT ADDRESS AND VERIFICATION
4.1 Payment shall be made to the address notified by the payee
in writing.
4.2 The payer shall verify the address through a second,
independent channel before sending.
4.3 The payee shall not change the payment address by email
alone. Any change must be confirmed by [SECOND CHANNEL].
4.4 The payer shall send a test transaction of [AMOUNT] and
await written confirmation before sending the balance,
for any payment exceeding [THRESHOLD].
5. WHEN PAYMENT IS COMPLETE
Payment is complete when the transaction has [NUMBER]
confirmations on the Bitcoin network. The payer bears the
network fee, and the amount received net of fees must equal
the amount due.
6. UNDER- AND OVERPAYMENT
6.1 If the amount received is less than the amount due, the
shortfall remains payable.
6.2 If the amount received exceeds the amount due, the excess
shall be [refunded within [PERIOD] / credited against the
next invoice].
7. IRREVERSIBILITY AND MISDIRECTED PAYMENTS
7.1 The parties acknowledge that Bitcoin transactions cannot
be reversed.
7.2 A payment sent to an address correctly notified by the
payee under clause 4.1 discharges the payer's obligation,
even if the payee has lost control of that address.
7.3 A payment misdirected because of the payer's own error
does not discharge the payer's obligation, and the amount
due remains payable.
8. FAILURE OF THE PAYMENT METHOD
If for any reason payment in Bitcoin becomes impossible or
unlawful for either party, payment shall be made in the
Currency of Account by [FALLBACK METHOD] within [PERIOD].
9. TAX AND ACCOUNTING
Each party is responsible for its own tax treatment,
including any gain or loss arising from the disposal of
Bitcoin used to make or received in payment.
Notes. Clause 4.3 prevents the single commonest fraud in this area: an intercepted email announcing a change of payment address. Clause 1 matters conceptually: denominating in fiat and paying in Bitcoin is a very different deal from denominating in Bitcoin, and the parties should know which one they made.
Employment addendum: salary partly in Bitcoin
For an employee who wants part of their pay in Bitcoin. Employment law is heavily mandatory, so this is the template most likely to need local adaptation.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
ADDENDUM TO EMPLOYMENT CONTRACT
Payment of part of remuneration in Bitcoin
Between:
EMPLOYER: [NAME AND DETAILS]
EMPLOYEE: [NAME AND DETAILS]
Supplemental to the employment contract dated [DATE].
1. ELECTION
1.1 The Employee elects to receive [X]% of net remuneration,
or [AMOUNT] per [PERIOD], whichever is lower, in Bitcoin.
1.2 The election is voluntary and was made at the Employee's
request.
1.3 The Employee may revoke the election at any time on
[PERIOD] written notice, and shall thereafter be paid
entirely in [CURRENCY].
2. LEGAL MINIMUM PROTECTED
2.1 Nothing in this Addendum reduces the Employee's gross
remuneration, and all statutory entitlements continue to
be calculated on the gross amount in [CURRENCY].
2.2 Any part of remuneration that must by law be paid in legal
tender shall be so paid, and the election in clause 1
applies only to the remainder.
[Note: many jurisdictions require wages to be paid in legal
tender, or protect a minimum portion. Verify before using.]
3. TAX AND SOCIAL CONTRIBUTIONS
3.1 All income tax and social contributions shall be
calculated and withheld on the gross remuneration in
[CURRENCY], in the ordinary way, before the election is
applied.
3.2 The election does not alter the Employee's tax position on
the remuneration itself.
3.3 The Employee is solely responsible for any tax arising
from the subsequent holding or disposal of the Bitcoin
received.
4. CONVERSION AND TIMING
4.1 The Bitcoin amount shall be calculated using the rate
published by [PRICE SOURCE] at [TIME] [TIMEZONE] on the
payroll date.
4.2 The Employer shall state the rate and source on the
payslip, together with the equivalent amount in
[CURRENCY].
5. DELIVERY
5.1 The Employee shall notify a receiving address in writing
and shall confirm it through [SECOND CHANNEL].
5.2 The Employer shall not act on a change of address received
by a single channel.
5.3 The Employer's obligation is discharged on transfer to the
notified address with [NUMBER] confirmations.
6. RISK
6.1 The Employee acknowledges that the value of Bitcoin
fluctuates and that the Employer gives no assurance as to
its future value.
6.2 The Employer bears no responsibility for the Employee's
custody of the Bitcoin after transfer.
7. RECORDS
The Employer shall provide, and retain for [PERIOD], records
showing for each payment: the gross amount, deductions, the
net amount, the rate used, the BTC amount and the transaction
ID.
8. TERMINATION
On termination of employment, any final payment shall be made
in [CURRENCY] unless the parties agree otherwise in writing.
SIGNED.
Notes. Clause 2.2 is not optional decoration. A number of jurisdictions require wages to be paid in legal tender and treat an agreement to the contrary as void, sometimes with penalties for the employer. This template keeps the tax and statutory calculations entirely in fiat. That is a conservative design intended to reduce one category of payroll-compliance risk, not a guarantee of compliance anywhere.
Consulting agreement with Bitcoin payment
A short services contract for an independent contractor paid in Bitcoin. Deliberately minimal.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
CONSULTING AGREEMENT
Between:
CLIENT: [NAME AND DETAILS]
CONSULTANT: [NAME AND DETAILS]
Date: [DATE]
1. SERVICES
The Consultant shall provide: [DESCRIBE SCOPE, DELIVERABLES
AND ANY MILESTONES].
2. TERM
From [DATE] until [DATE / completion of the Services].
3. FEES
3.1 [AMOUNT] [per hour / per day / fixed fee], denominated in
[CURRENCY].
3.2 [Expenses: pre-approved expenses reimbursed at cost on
production of receipts.]
4. PAYMENT IN BITCOIN
[Insert Template 10 here, or reference it as a schedule.]
5. INVOICING
The Consultant shall invoice [monthly / on milestones].
Invoices are payable within [PERIOD]. Each invoice shall state
the amount in [CURRENCY], the rate and source used, and the
BTC amount payable.
6. INDEPENDENT CONTRACTOR
6.1 The Consultant is an independent contractor and not an
employee. The Consultant is responsible for their own
taxes, social contributions and insurance.
6.2 The Consultant may work for others and controls their own
working methods, hours and location.
[Note: whether a relationship is employment is decided by the
substance, not the label. If the Client directs how, when and
where the work is done, a court may find employment regardless
of this clause. See the qualification discussion in the lessons.]
7. INTELLECTUAL PROPERTY
7.1 [Deliverables belong to the Client on payment in full /
the Consultant grants the Client a licence to [SCOPE].]
7.2 The Consultant retains ownership of pre-existing materials
and general know-how.
8. CONFIDENTIALITY
8.1 Each party shall keep confidential all non-public
information received from the other, shall use it only
for the purposes of this Agreement, and shall not
disclose it to any third party without prior written
consent.
8.2 This clause does not apply to information that is
public through no breach of this Agreement, was already
lawfully held, or must be disclosed by law.
8.3 This clause survives termination for [PERIOD].
9. LIABILITY
The Consultant's total liability is limited to [the fees paid
under this Agreement / [AMOUNT]], except for [fraud, wilful
misconduct, death or personal injury, or anything that cannot
be limited by law].
10. TERMINATION
Either party may terminate on [PERIOD] notice. The Client
shall pay for Services performed up to termination.
11. GOVERNING LAW AND DISPUTES
[JURISDICTION]. [See Template 16.]
SIGNED.
Notes. Clause 6 is the risk clause, not clause 9. Misclassification of contractors is aggressively pursued in many jurisdictions, and the consequences (back taxes, social contributions, employment rights) fall mainly on the client.
Bitcoin savings club agreement
For a group pooling contributions to buy and hold together. Sounds informal, and is the arrangement most likely to be an unlicensed collective investment scheme if done carelessly.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
BITCOIN SAVINGS CLUB AGREEMENT
Between the persons listed in Schedule 1 ("the Members").
Date: [DATE]
1. PURPOSE
1.1 The Members agree to pool contributions to purchase and
hold Bitcoin for their own benefit.
1.2 The Club is not a business, does not accept members of the
public, does not manage money for anyone other than the
Members, and does not solicit contributions.
[Note: pooling other people's money to invest is a regulated
activity in nearly every jurisdiction. This template is drafted
for a closed group of participants who all take part. If you
are managing funds for passive investors, you probably need a
licence. Take advice before doing anything.]
2. CONTRIBUTIONS
2.1 Each Member contributes [AMOUNT] per [PERIOD].
2.2 Contributions are recorded in the register at Schedule 2.
2.3 A Member may cease contributing on [PERIOD] notice,
retaining their accrued share.
3. SHARES
3.1 Each Member's share is proportionate to their total
contributions, adjusted for the price at which each
contribution was deployed.
3.2 The register shall record, for each contribution: the
date, the amount, the BTC purchased, the price and the
resulting share.
4. CUSTODY
4.1 The pooled Bitcoin is held in a [M]-of-[N] multisignature
wallet with keys held by [NAMED MEMBERS].
4.2 [Insert Template 06, or reference it, for the custody
arrangements.]
4.3 No single Member may move funds alone.
5. DECISIONS
5.1 Routine purchases are made [on a fixed schedule / by
decision of [NUMBER] Members].
5.2 Any sale, and any change to this Agreement, requires
[unanimity / [X]% of shares].
5.3 Meetings shall be held [PERIOD] and minuted.
6. WITHDRAWAL
6.1 A Member may withdraw on [PERIOD] written notice.
6.2 On withdrawal the Member receives their share, transferred
in Bitcoin to an address they nominate, verified by two
channels.
6.3 [Any withdrawal fee or notice period to protect the
remaining Members.]
7. DEATH OF A MEMBER
7.1 A deceased Member's share forms part of their estate.
7.2 The remaining Members shall cooperate with the executor.
7.3 Each Member undertakes to inform their executor of the
existence of this Agreement and of their share, and to
keep a copy with their estate documents.
8. RECORDS AND TRANSPARENCY
The register shall be maintained by [MEMBER] and shall be
available to every Member at all times. Every transaction ID
shall be recorded.
9. TAX
Each Member is responsible for their own tax position on
their own share. The Club does not provide tax advice.
Members acknowledge that a taxable event may arise on
contribution, on withdrawal, or both, depending on the
jurisdiction.
10. NO GUARANTEE
No Member guarantees any return to any other Member. The
value of the pooled assets may fall.
11. DISSOLUTION
The Club may be dissolved by [unanimity / [X]%], whereupon
the assets shall be distributed to Members in proportion to
their shares.
12. GOVERNING LAW
[JURISDICTION].
SIGNED by each Member:
Name: __________ Signature: __________ Date: __________
Name: __________ Signature: __________ Date: __________
Name: __________ Signature: __________ Date: __________
SCHEDULE 1: MEMBERS
SCHEDULE 2: CONTRIBUTION REGISTER
[Date] | [Member] | [Amount] | [Price] | [BTC acquired] | [TXID]
Before anything else: the line between a savings club among friends and an unlicensed collective investment scheme is drawn by whether the members participate in decisions and whether anyone is managing money on behalf of passive contributors. Pooling other people's money and deciding what to do with it is a regulated activity in most systems, and getting it wrong is a regulatory matter rather than a contractual one. Establish the position before money is collected.
Notes. Read clause 1's note twice. The line between a friends' savings club and an unlicensed fund is drawn by whether members participate in decisions and whether anyone is managing money on behalf of passive investors. Getting it wrong is a regulatory offence, not a contractual problem.
Source of funds declaration
A structured statement for a bank, exchange, notary or counterparty asking where your Bitcoin came from. Attach the evidence; the declaration organises it.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
SOURCE OF FUNDS DECLARATION
I, [FULL LEGAL NAME], of [ADDRESS], born [DATE OF BIRTH],
declare as follows.
1. PURPOSE
This declaration is provided to [RECIPIENT] in connection with
[TRANSACTION / ACCOUNT / REQUEST REFERENCE].
2. ASSETS CONCERNED
[AMOUNT] BTC, currently held at [wallet / platform,
IDENTIFIED WITHOUT DISCLOSING KEYS].
3. ORIGIN
The assets were acquired as set out in the schedule below.
For each acquisition I state the date, the method, the
counterparty or platform, the amount paid, and the supporting
document attached.
[DATE] | [METHOD] | [PLATFORM/COUNTERPARTY] | [AMOUNT PAID] |
[BTC ACQUIRED] | [EXHIBIT NUMBER]
4. UNDERLYING SOURCE OF WEALTH
The funds used to make those acquisitions derived from:
[SELECT AND DESCRIBE: employment income, business profits,
sale of property, sale of a business, inheritance, gift,
savings accumulated over [PERIOD], other].
Supporting documents are attached as Exhibits [X] to [Y].
5. DOCUMENTS ATTACHED
Exhibit 1: [e.g. bank statements showing transfers to the
platform, [DATES]]
Exhibit 2: [platform transaction history export]
Exhibit 3: [employment contract / payslips / tax returns]
Exhibit 4: [sale contract / inheritance documents]
Exhibit 5: [on-chain transaction IDs linking the acquisition
to the current holding]
6. GAPS
[State honestly any acquisition for which documentation is
incomplete, and why. For example: "The platform used for the
acquisition of [DATE] ceased operating in [YEAR] and I no
longer have access to its records. Exhibit [X] is the bank
statement showing the payment to it."]
7. DECLARATIONS
7.1 The assets were lawfully acquired.
7.2 The assets do not derive, directly or indirectly, from any
criminal activity.
7.3 I am the beneficial owner of the assets and am not acting
on behalf of any undisclosed person.
7.4 I am not subject to any sanctions measure.
7.5 The information in this declaration is true and complete
to the best of my knowledge.
Signed: ______________________ Date: __________
[Notarisation or certification if required by the recipient]
Notes. Clause 6 is the one people are tempted to omit, and omitting it is the mistake. Compliance teams cross-check documents against each other; an honest, specific gap handles far better than a smooth narrative the attachments do not support. Never fabricate or backdate anything: that converts a compliance question into fraud.
Proof of control declaration
For proving to a counterparty, exchange or authority that a given address is yours, without disclosing anything sensitive.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
DECLARATION OF CONTROL OF A BITCOIN ADDRESS
I, [FULL LEGAL NAME], of [ADDRESS], declare as follows.
1. ADDRESS
The Bitcoin address [ADDRESS] ("the Address") is under my
sole control.
2. METHOD OF PROOF
[SELECT ONE OR MORE]
(a) Signed message. I have signed the following message with
the private key corresponding to the Address:
Message: "[MESSAGE TEXT INCLUDING DATE AND RECIPIENT]"
Signature: [SIGNATURE]
(b) Test transaction. I have sent [AMOUNT] BTC from the
Address to [RECIPIENT ADDRESS], transaction ID [TXID], on
[DATE].
(c) Extended public key. I provide the extended public key
[XPUB] from which the Address derives, permitting
verification without any ability to spend.
3. NATURE OF CONTROL
3.1 I hold [the private key / [M] of [N] keys in a
multisignature arrangement] necessary to authorise
transactions from the Address.
3.2 I am the beneficial owner of the assets at the Address and
am not holding them for any undisclosed person.
3.3 [If applicable: the other keys are held by [DESCRIBE
WITHOUT IDENTIFYING SENSITIVE DETAIL].]
4. NO DISCLOSURE OF KEYS
Nothing in this declaration discloses, and I have not been
asked to disclose, any private key, seed phrase or passphrase.
I will not provide such material to any person, and any
request that I do so should be treated as fraudulent.
5. DECLARATION
The above is true to the best of my knowledge.
Signed: ______________________ Date: __________
Notes. Clause 4 is there for you, not the recipient. Legitimate institutions never need your seed phrase, and a request for one is definitionally an attempted theft. Method (a), a signed message, is the strongest proof and reveals nothing. Method (c), an xpub, proves control but discloses your entire transaction history for that account, so use it only where necessary.
Dispute resolution and governing law clause
The clause to drop into every other template. Placed last because it is read last and matters more than almost anything above it, particularly across borders.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
GOVERNING LAW AND DISPUTE RESOLUTION
1. GOVERNING LAW
This Agreement, and any non-contractual obligations arising
out of or in connection with it, are governed by the law of
[JURISDICTION], without regard to its conflict of laws rules.
2. NEGOTIATION
Before commencing any proceedings, the parties shall attempt
in good faith to resolve the dispute through discussion
between [named representatives], for a period of [PERIOD]
from written notice of the dispute.
3. MEDIATION [OPTIONAL]
If negotiation fails, the parties shall attempt mediation
under the rules of [MEDIATION BODY], before a single mediator,
within [PERIOD]. Costs shall be shared equally.
4. FINAL RESOLUTION
[CHOOSE ONE]
OPTION A: COURTS
4.1 The courts of [JURISDICTION] have exclusive jurisdiction.
4.2 The parties waive any objection based on forum.
[Suitable where both parties are in the same country, or where
a judgment in that country can realistically be enforced where
the other party's assets are.]
OPTION B: ARBITRATION
4.1 Any dispute shall be finally resolved by arbitration under
the rules of [ARBITRAL INSTITUTION].
4.2 The tribunal shall consist of [one / three] arbitrator(s).
4.3 The seat of arbitration shall be [CITY, COUNTRY].
4.4 The language of the arbitration shall be [LANGUAGE].
4.5 The award shall be final and binding, and judgment on it
may be entered in any court of competent jurisdiction.
[Suitable for cross-border agreements, where an arbitral award
is generally easier to enforce abroad than a court judgment.]
5. INTERIM RELIEF
Nothing in this clause prevents either party from applying to
any competent court for urgent interim or protective relief,
including to preserve assets or evidence.
6. COSTS
[The unsuccessful party shall bear the costs of the
proceedings / each party shall bear its own costs.]
7. LANGUAGE
This Agreement is executed in [LANGUAGE]. [If a translation
exists: in the event of inconsistency, the [LANGUAGE] version
prevails.]
8. NOTICES
8.1 Notices shall be in writing and sent to the addresses in
[CLAUSE], and shall be deemed received:
(a) if delivered by hand, on delivery;
(b) if sent by registered post, [X] days after posting;
(c) if sent by email, on confirmed receipt, and not merely
on sending.
8.2 A party shall notify the other of any change of address
within [PERIOD].
9. SURVIVAL
This clause survives termination of the Agreement.
Notes. Clause 8.1(c) matters far more than it looks. Deeming an email received on sending means a margin call, a default notice or a termination can take effect while you are on holiday. Insist on confirmed receipt wherever a notice has serious consequences. And choose between the two options in clause 4 deliberately: a judgment you cannot enforce where the assets are is worth nothing.
Bitcoin-denominated loan
Lending Bitcoin and being repaid in Bitcoin. Structurally the opposite of Template 03: here the lender carries no price risk and the borrower carries all of it.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
BITCOIN LOAN AGREEMENT
Between:
LENDER: [NAME AND DETAILS]
BORROWER: [NAME AND DETAILS]
Date: [DATE]
1. THE LOAN
1.1 The Lender lends [AMOUNT] BTC ("the Principal").
1.2 The Principal is denominated and repayable in Bitcoin.
No fiat amount is owed at any point.
1.3 The Principal shall be transferred to the address
notified by the Borrower, verified under clause 6.
2. INTEREST
2.1 Interest accrues at [RATE]% per annum on the outstanding
Principal, calculated in BTC.
2.2 Interest is payable [in BTC, monthly in arrears / in BTC
on repayment].
3. REPAYMENT
3.1 The Borrower shall repay [AMOUNT] BTC plus accrued
interest on [DATE].
3.2 Repayment is made in Bitcoin. The Borrower is not
discharged by tendering fiat, unless the Lender agrees in
writing at the time.
3.3 Early repayment is permitted [without penalty / subject to
[X] days' notice].
4. ACKNOWLEDGEMENT OF PRICE RISK
4.1 The parties acknowledge that the fiat value of the
Principal may rise or fall substantially between advance
and repayment.
4.2 The Borrower acknowledges that if the price rises, the
fiat cost of repayment increases correspondingly, and
that the Borrower bears that risk entirely.
4.3 The Lender acknowledges that the Lender bears the risk of
a fall.
[This clause exists to prevent a later argument that the
parties did not understand what they agreed. In some
jurisdictions a grossly one-sided loan may be attacked on
grounds such as usury, lesion or unfair terms. Take advice
before lending or borrowing large amounts this way.]
5. SECURITY [OPTIONAL]
[If the loan is secured, insert the collateral and enforcement
clauses from Template 03, adapted so that the debt is
BTC-denominated and the enforcement threshold is expressed in
BTC rather than by loan-to-value.]
6. ADDRESS VERIFICATION
6.1 Each party shall notify its receiving address in writing
and confirm it through a second independent channel.
6.2 A test transaction of [AMOUNT] BTC shall precede any
transfer, and shall be confirmed in writing.
7. EVENTS OF DEFAULT
(a) failure to repay on the due date;
(b) failure to pay interest within [PERIOD] of the due date;
(c) [OTHER].
8. CONSEQUENCES OF DEFAULT
8.1 On default, the whole outstanding Principal and accrued
interest becomes immediately payable in BTC.
8.2 Default interest accrues at [RATE]% per annum in BTC.
8.3 The Lender may recover reasonable enforcement costs.
9. IF REPAYMENT IN BITCOIN BECOMES IMPOSSIBLE
If repayment in Bitcoin becomes impossible or unlawful for
the Borrower, the Borrower shall pay the fiat equivalent of
the outstanding BTC amount, determined by [PRICE SOURCE] at
[TIME] on the due date, within [PERIOD].
10. TAX
Each party is responsible for its own tax position. The
parties acknowledge that lending, repayment and interest may
each be treated as taxable events in some jurisdictions, and
that each has taken independent advice.
11. GOVERNING LAW AND DISPUTES
[JURISDICTION]. [See Template 16.]
SIGNED.
Before anything else: the same point as Template 03 applies here. Lending as a regular activity, or to consumers, commonly requires authorisation and attracts consumer credit rules, and those obligations sit with the lender. Denominating the loan in Bitcoin does not remove them.
Notes. Clause 4 is the most important in the document. A BTC-denominated loan can become ruinous for a borrower if the price multiplies, and courts in several systems will look hard at whether the borrower understood that. Clause 9 is the fallback nobody thinks about until it matters.
Board resolution: acquiring and holding Bitcoin
The formal record a company needs before putting Bitcoin on its balance sheet. Without it, the directors are exposed personally.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS
[COMPANY NAME], [REGISTERED NUMBER]
Date: [DATE]
Present / signing: [NAMES]
BACKGROUND
(A) The Board has considered the acquisition and holding of
Bitcoin as a treasury asset of the Company.
(B) The Board has reviewed: the Company's constitutional
documents; the Treasury Policy at Appendix 1; the risk
assessment at Appendix 2; the accounting analysis at
Appendix 3; the tax analysis at Appendix 4; and the
custody arrangements at Appendix 5.
(C) The Board has considered whether the proposed acquisition is
within the Company's objects and powers, and is consistent
with the directors' duties, including the duty to act in the
manner consistent with the directors' duties under the law
applicable to the Company.
IT IS RESOLVED THAT:
1. AUTHORITY
1.1 The Company is authorised to acquire and hold Bitcoin as
a treasury asset, up to a maximum of [AMOUNT] or [X]% of
[defined measure], whichever is lower.
1.2 The Treasury Policy at Appendix 1 is adopted.
2. AUTHORISED SIGNATORIES
2.1 Acquisitions and disposals up to [AMOUNT] may be
authorised by [ROLE].
2.2 Above that amount, authorisation of [NUMBER] directors is
required.
2.3 No single individual may hold the ability to transfer the
Company's Bitcoin alone.
3. CUSTODY
3.1 The Company's Bitcoin shall be held in a [M]-of-[N]
multisignature arrangement, with keys allocated as set out
in Appendix 5.
3.2 [Or: held with [CUSTODIAN] under the agreement approved at
Appendix 5.]
3.3 The wallet descriptor or configuration shall be held by
[ROLES] and a copy deposited with [THIRD PARTY].
3.4 No private key, seed phrase or passphrase shall be
recorded in any Company minute, email or shared drive.
4. RECORDS AND REPORTING
4.1 The [ROLE] shall maintain a register of every acquisition
and disposal, recording date, counterparty, amount, price,
fees and transaction ID.
4.2 The [ROLE] shall report holdings and their valuation to
the Board [quarterly].
4.3 Valuation shall use [PRICE SOURCE] at [TIME] on the
reporting date, consistently applied.
5. KEY PERSON AND CONTINUITY
5.1 The Board shall ensure that no single person's
unavailability prevents the Company from accessing its
Bitcoin.
5.2 A recovery test shall be conducted every [PERIOD] and
reported to the Board.
6. REVIEW
The Treasury Policy shall be reviewed at least annually and
on any material change of circumstances.
7. DECLARATIONS
Each director confirms that they have disclosed any interest
in the matters resolved above, and that no director has an
interest requiring them to abstain other than as recorded.
Signed by each director:
_________________ _________________ _________________
Notes. Recital (C) helps document the directors' decision process. Acquiring a volatile asset without a documented decision process is where personal liability arises, not in the acquisition itself. Clause 3.4 is where the practical risk sits: minutes and shared drives are exactly where key material must never appear.
Corporate digital asset custody policy
The internal document that sits behind the board resolution. Defines who may do what, and what happens when someone leaves.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
DIGITAL ASSET CUSTODY POLICY
[COMPANY NAME] | Version [X] | Approved [DATE] | Owner: [ROLE]
1. SCOPE
This policy applies to all digital assets held by the Company
and to every person with any role in their custody, including
employees, officers and contractors.
2. PRINCIPLES
2.1 No single person shall be able to move Company assets
alone.
2.2 No key material shall exist in any system not approved
under this policy.
2.3 Every movement of assets shall be authorised, recorded
and reconciled.
2.4 The Company shall be able to recover its assets without
the participation of any one individual.
3. ROLES
Key Holders: [ROLES]. Hold signing devices.
Initiator: [ROLE]. Proposes transactions.
Approver: [ROLE]. Approves before signing.
Reconciler: [ROLE]. Independent of the above. Verifies
balances against the register.
Policy Owner: [ROLE]. Maintains this policy.
No individual may hold more than one of Initiator, Approver
and Reconciler.
4. STORAGE STANDARDS
4.1 Signing devices shall be [SPECIFY TYPE AND STANDARD].
4.2 Devices and backups shall be stored at [SEPARATE
LOCATIONS], never together.
4.3 Backups shall be [medium], stored in [container] at
[location], and inspected every [PERIOD].
4.4 The wallet descriptor shall be stored separately from all
keys, with a copy held by [EXTERNAL PARTY].
5. PROHIBITED ACTS
No person shall:
(a) enter any seed phrase or private key into any computer,
telephone, browser, cloud service, password manager,
messaging application or printer;
(b) photograph key material;
(c) transmit key material by any means, to anyone, for any
reason, including to the Company's own IT function or to
any person claiming to require it;
(d) store key material in any Company document, minute,
ticket or shared drive;
(e) use Company devices or addresses for personal holdings.
6. TRANSACTION PROCEDURE
6.1 The Initiator prepares a request stating amount,
destination address, purpose and supporting documentation.
6.2 The destination address is verified by two people through
independent channels, and the verification is recorded.
6.3 The Approver authorises.
6.4 Key Holders sign to the threshold.
6.5 A test transaction precedes any transfer above [AMOUNT].
6.6 The Reconciler confirms completion and updates the
register.
7. LEAVERS AND ROLE CHANGES
7.1 On any Key Holder leaving or changing role, the Company
shall promptly generate a new wallet and migrate the
assets, using an entirely new key set.
7.2 Removing a person's access is not sufficient. The keys
they held must be treated as compromised.
7.3 Migration shall be completed within [PERIOD] of the
leaving date.
8. INCIDENTS
8.1 Any suspected loss, theft, compromise or unauthorised
access shall be reported to [ROLE] immediately.
8.2 The Company shall migrate assets to a new wallet without
waiting for confirmation of the suspicion.
8.3 Incidents shall be logged and reported to the Board.
9. RECOVERY TESTING
9.1 A full recovery from backups shall be tested every
[PERIOD], using a wallet holding a nominal amount.
9.2 The test shall be performed by a person who did not
create the backup.
9.3 Results shall be recorded and reported to the Board.
10. AUDIT
The register shall be reconciled to on-chain balances
[monthly] by the Reconciler, and reviewed [annually] by
[internal audit / external auditor].
11. REVIEW
This policy shall be reviewed at least annually.
Acknowledged by:
Name: __________ Role: __________ Signature: __________ Date: ______
Notes. Clause 7.2 is the one companies resist and the one that matters. A departing key holder may have copied their key, and there is no way to know. Rotation is the only real remedy, and it must be a scheduled process rather than a judgment call about whether the person is trustworthy.
Power of attorney for digital assets
Authorising someone to act for you if you cannot. Incapacity is common, frequently unplanned for, and legally messier than death, because you can no longer grant authority once you have lost capacity.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
Do not use this one without a lawyer. Powers of attorney are among the most heavily formalised documents in any legal system. The form, the witnessing and sometimes registration are prescribed, and a power that does not meet them is simply void, which you discover at the moment it is needed and can no longer be fixed.
Most systems also distinguish an ordinary power, which ends when you lose capacity, from an enduring or lasting power, which survives it. Only the second is useful for the purpose here, and it is usually the one with the strictest requirements.
Use the skeleton below to work out what you want, then have the instrument itself drafted locally.
POWER OF ATTORNEY FOR DIGITAL ASSETS
I, [FULL LEGAL NAME], of [ADDRESS], born [DATE OF BIRTH]
("the Principal"), appoint:
ATTORNEY: [NAME, ADDRESS, DATE OF BIRTH]
SUBSTITUTE ATTORNEY: [NAME, ADDRESS, DATE OF BIRTH]
1. WHEN THIS POWER TAKES EFFECT
[CHOOSE ONE]
(a) Immediately, and continues if I lose capacity.
(b) Only on my loss of capacity, evidenced by [SPECIFIED
MEDICAL CERTIFICATION].
2. SCOPE OF AUTHORITY
The Attorney is authorised to:
(a) identify, access and manage my digital assets;
(b) communicate with any exchange, custodian, platform or
service provider on my behalf;
(c) transfer assets between wallets I control, for security
or maintenance purposes;
(d) sell assets where necessary to meet my living costs, care
costs, debts or tax liabilities;
(e) file tax returns and deal with tax authorities in respect
of those assets;
(f) engage professional advisers at my expense.
3. LIMITS ON AUTHORITY
The Attorney shall NOT:
(a) make gifts of my assets, except [DEFINE NARROWLY OR
DELETE];
(b) transfer assets to the Attorney personally or to any
person connected with the Attorney;
(c) use my assets as security for any borrowing;
(d) [OTHER LIMITS].
4. ASSETS COVERED
4.1 This power extends to all digital assets I hold, whether
or not known to the Attorney at the date of this
document.
4.2 Information about where those assets are and how they are
accessed is NOT contained in this document. It is held
as described in my Instructions to my Executor dated
[DATE], and by [KEY HOLDER] under the appointment dated
[DATE].
5. NO DISCLOSURE OF KEY MATERIAL
Nothing in this document authorises any person to require me
or any key holder to disclose a seed phrase, private key or
passphrase to the Attorney. Access shall be given by
transferring custody of the relevant device or backup, not by
disclosing its contents.
6. DUTIES OF THE ATTORNEY
The Attorney shall:
(a) act in my best interests and not their own;
(b) keep my assets separate from their own;
(c) keep full records of every decision and transaction,
including transaction IDs;
(d) account to [NAMED PERSON / on request] every [PERIOD];
(e) not delegate, except to a professional adviser for a
specific task.
7. SUBSTITUTE
If the Attorney is unable or unwilling to act, the Substitute
Attorney shall act on the same terms.
8. REVOCATION
I may revoke this power at any time while I have capacity, by
written notice to the Attorney.
9. GOVERNING LAW
[JURISDICTION].
Signed: ______________________ Date: __________
Witness 1: ___________________ Name and address: [DETAILS]
Witness 2: ___________________ Name and address: [DETAILS]
Attorney's acceptance:
I accept this appointment and the duties in clause 6.
Signed: ______________________ Date: __________
Notes. Clause 5 embodies the central design principle: an attorney should be given custody, not secrets. Handing over a device is reversible in a way that disclosing a seed phrase never is. And note the warning at the top harder than usual: this is the one template on this page where using it unmodified is most likely to produce a void document.
Charitable donation of Bitcoin
A deed of gift to a charity, with the receipt the donor needs. Donating appreciated assets directly is often more efficient than selling first, but only if the paperwork exists.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
CHARITABLE GIFT AND RECEIPT: SKELETON
PART 1: DECLARATION BY THE DONOR
I, [DONOR NAME], of [ADDRESS], give to [CHARITY NAME],
[REGISTERED CHARITY NUMBER], of [ADDRESS] ("the Charity"),
[AMOUNT] BTC ("the Gift").
1. TRANSFER
Date: [DATE] | Transaction ID: [TXID]
Receiving address: [ADDRESS]
Confirmations: [NUMBER]
2. VALUATION
2.1 The value of the Gift at the date and time of transfer was
[AMOUNT] [CURRENCY].
2.2 Determined by reference to [PRICE SOURCE] at [TIME]
[TIMEZONE] on [DATE], being [RATE] per BTC.
2.3 The parties record this valuation as the agreed value for
the Charity's records and the Donor's reporting.
3. NATURE OF THE GIFT
3.1 The Gift is made voluntarily and gratuitously.
3.2 The Donor has received and will receive no goods,
services, benefit or consideration in return.
[Or, where a benefit was received: "The Donor received the
following benefit: [DESCRIBE], with a value of [AMOUNT]."
Many tax systems reduce or deny relief where any benefit is
received, so this must be stated accurately.]
3.3 The Gift is [unrestricted / restricted to [PURPOSE]].
4. SOURCE
The Bitcoin given was lawfully acquired by the Donor and does
not derive from any unlawful activity. The Donor has provided
source of funds information at Appendix 1 [where requested].
5. NO CONDITIONS
The Gift is not subject to any condition [other than the
restriction in clause 3.3], and the Donor retains no interest
in it or control over it.
6. TAX
6.1 Each party is responsible for its own tax position.
6.2 The Donor acknowledges that the availability of any relief
depends on the Donor's own circumstances and jurisdiction,
and that the Charity has given no tax advice.
PART 2: RECEIPT BY THE CHARITY
[CHARITY NAME] acknowledges receipt of the Gift described above.
7. CONFIRMATIONS BY THE CHARITY
7.1 The Charity is a [registered charity / recognised
not-for-profit entity] under the law of [JURISDICTION],
registration number [NUMBER].
7.2 The Charity received the Gift on [DATE] at the address
stated.
7.3 The Charity provided no goods or services in return
[or: provided the benefit described in clause 3.2].
7.4 The Charity will apply the Gift [to its general purposes /
to the restricted purpose in clause 3.3].
7.5 The Charity's policy is to [hold / convert on receipt]
digital asset donations.
8. GOVERNING LAW
This declaration is governed by the law of [JURISDICTION].
Donor: ______________________ Date: __________
Charity: ______________________ Date: __________
Name and position: [DETAILS]
Notes. Clause 3.2 decides whether relief is available in most systems, and it is the clause donors most often get wrong by forgetting a dinner, a naming, or a ticket received in return. Clause 2 matters because the valuation must be contemporaneous: reconstructing a price years later, after the charity has converted, is difficult and looks self-serving.
Sale of used mining equipment
Second-hand ASICs are sold constantly and almost always without a document. The condition, testing and delivery clauses are where the disputes are.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
EQUIPMENT SALE AGREEMENT
Between:
SELLER: [NAME AND DETAILS]
BUYER: [NAME AND DETAILS]
Date: [DATE]
1. THE EQUIPMENT
Listed in Schedule 1, identified by model and serial number.
2. PRICE AND PAYMENT
2.1 Price: [AMOUNT] [CURRENCY], or [AMOUNT] BTC.
2.2 [If paid in Bitcoin, insert Template 10.]
2.3 Payment is due [WHEN], and is deemed made when
irreversibly received.
3. CONDITION AND DESCRIPTION
3.1 The Equipment is sold used, in the condition described in
Schedule 1.
3.2 The Seller warrants that, at the time of despatch:
(a) each unit powers on and hashes;
(b) the hashrate of each unit is not less than [X]% of its
rated hashrate, measured over [PERIOD];
(c) no unit has been immersion cooled, water damaged or
repaired other than as disclosed in Schedule 1;
(d) no unit has been modified beyond firmware updates
disclosed in Schedule 1;
(e) no unit is subject to any lock, lease, financing or
third-party claim.
3.3 The Seller has disclosed all known defects in Schedule 1.
4. TITLE
4.1 The Seller warrants that it owns the Equipment free of any
lien, charge or retention of title.
4.2 Title passes to the Buyer on [payment in full / delivery],
whichever is later.
5. TESTING AND ACCEPTANCE
5.1 The Buyer may test the Equipment within [PERIOD] of
delivery.
5.2 The Buyer shall notify any non-conformity with clause 3.2
within that period, with supporting evidence.
5.3 If notified, the Seller shall [replace the unit / refund
the pro-rata price / repair], at [the Seller's / the
Buyer's] election.
5.4 Absent notice within the testing period, the Equipment is
deemed accepted.
6. DELIVERY AND RISK
6.1 Delivery: [collection by the Buyer at [LOCATION] /
despatch by the Seller to [ADDRESS]].
6.2 Delivery costs and insurance are borne by [PARTY].
6.3 Risk passes on [delivery / collection].
6.4 The Equipment shall be packed in a manner adequate for
transport of the type used.
7. NO WARRANTY BEYOND CLAUSE 3
Save as stated in clause 3, the Equipment is sold as is. No
warranty is given as to profitability, future hashrate,
remaining useful life or resale value.
[Note: in consumer sales, and in some commercial sales, this
exclusion may be void. Where the Buyer is a consumer, do not
rely on it.]
8. EXPORT AND IMPORT
Each party is responsible for its own compliance with export,
import, customs and duty requirements. [PARTY] shall provide
[documentation].
9. GOVERNING LAW AND DISPUTES
[JURISDICTION]. [See Template 16.]
SIGNED:
Seller: ______________________ Date: __________
Buyer: ______________________ Date: __________
SCHEDULE 1
Model | Serial | Rated hashrate | Measured hashrate | Hours run |
Known defects | Repairs disclosed | Firmware
Notes. Clause 3.2(c) is specific for a reason: immersion-cooled and water-damaged units are the two categories most often sold without disclosure, and both materially shorten remaining life. The "hours run" column in Schedule 1 is the single most useful field and the one sellers most often omit.
Invoice with Bitcoin payment option
A short invoice format that avoids the volatility and address-substitution problems in one page.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
INVOICE
From: [NAME / ENTITY], [ADDRESS]
[TAX / VAT NUMBER, IF APPLICABLE]
To: [CLIENT NAME], [ADDRESS]
[CLIENT TAX NUMBER, IF APPLICABLE]
Invoice number: [NUMBER]
Invoice date: [DATE]
Due date: [DATE]
DESCRIPTION QTY RATE AMOUNT
[Service or goods] [X] [RATE] [AMOUNT]
---------------------------
Subtotal [AMOUNT] [CCY]
[Tax at X%] [AMOUNT] [CCY]
TOTAL DUE [AMOUNT] [CCY]
PAYMENT IN [CURRENCY]
[Bank details, or reference to details held separately]
PAYMENT IN BITCOIN (optional)
BTC amount due: [AMOUNT] BTC
Rate used: [RATE] [CCY] per BTC
Rate source: [SOURCE], [TIME] [TIMEZONE], [DATE]
Quote valid until: [DATE, TIME]
Payment address: [ADDRESS]
Terms:
1. The invoice is denominated in [CURRENCY]. The BTC figure
above is a conversion, valid until the time stated.
2. If payment is made after the quote expires, the BTC amount
will be recalculated at the rate published by the same
source at the time of payment, and any shortfall remains
payable.
3. The payer bears the network fee. The amount received net of
fees must equal the BTC amount due.
4. Payment is complete on [NUMBER] confirmations.
5. This payment address will not change. Any communication
purporting to change it should be verified by telephone on
[NUMBER] before payment. We will never notify a change of
address by email alone.
6. Please quote invoice number [NUMBER] when confirming
payment, and provide the transaction ID.
Overdue amounts carry interest at [RATE] from the due date.
Notes. Point 5 belongs on every invoice you ever send. Invoice fraud through intercepted email and a substituted payment address is a common way businesses lose money to crypto payments, and one sentence on the invoice prevents most of it.
Node or infrastructure hosting agreement
For running a node, a Lightning routing node, or similar infrastructure on someone else's hardware or in their datacentre.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
INFRASTRUCTURE HOSTING AGREEMENT
Between:
CUSTOMER: [NAME AND DETAILS]
PROVIDER: [ENTITY, REGISTERED NUMBER, ADDRESS]
Date: [DATE]
1. SERVICES
The Provider shall provide: [dedicated server / colocation /
virtual machine] at [LOCATION], with the specification at
Schedule 1, including power, cooling, connectivity and
physical security.
2. THE CUSTOMER'S USE
2.1 The Customer may install and operate software of its
choice, subject to clause 3.
2.2 The Customer is solely responsible for the configuration,
security and lawfulness of what it runs.
3. ACCEPTABLE USE
The Customer shall not use the Services for any unlawful
purpose, and shall comply with [ACCEPTABLE USE POLICY].
[Verify that the Provider's policy does not prohibit the
operation of blockchain nodes, which some general hosting
terms do, sometimes in a clause about "cryptocurrency
activity" aimed at mining.]
4. AVAILABILITY
4.1 The Provider shall use [reasonable / best] endeavours to
maintain availability of [X]%, measured [monthly].
4.2 Scheduled maintenance shall be notified [PERIOD] in
advance and shall not exceed [X] hours per month.
4.3 Failure to meet the availability target entitles the
Customer to [service credit of [FORMULA]].
5. DATA AND ACCESS
5.1 The Provider shall not access, copy or inspect the
Customer's data or software except as strictly necessary
to provide the Services or as required by law.
5.2 The Provider shall notify the Customer of any legal demand
for access, before complying, unless prohibited from
doing so.
5.3 The Customer acknowledges that the Provider has physical
access to the hardware and that the Customer should
therefore not store any key material or sensitive secret
on it.
6. NO KEY MATERIAL
The Customer confirms it will not store private keys, seed
phrases or passphrases on the hosted infrastructure without
independent hardware protection, and the Provider accepts no
responsibility for any such material.
7. SUSPENSION
7.1 The Provider may suspend the Services only for: non-
payment after [PERIOD] written notice; a material breach
of clause 3; or an emergency threatening the Provider's
network.
7.2 The Provider shall notify the Customer before suspension
where practicable, and shall restore promptly once the
cause is resolved.
8. FEES
[AMOUNT] per [PERIOD], payable [WHEN]. Price changes require
[PERIOD] notice, and the Customer may terminate without
penalty within [PERIOD] of such notice.
9. TERMINATION AND DATA RETURN
9.1 Either party may terminate on [PERIOD] notice.
9.2 On termination, the Provider shall make the Customer's
data available for [PERIOD] and shall then securely
delete it.
9.3 The Provider shall not withhold the Customer's data as
security for unpaid fees.
10. LIABILITY
[LIMIT], excluding [fraud, wilful misconduct, and anything
that cannot be limited by law].
11. GOVERNING LAW
[JURISDICTION].
SIGNED:
Customer: ____________________ Date: __________
Provider: ____________________ Date: __________
Name and position: [DETAILS]
SCHEDULE 1: SPECIFICATION
Notes. Clause 3's bracketed note catches a real problem: many general hosting terms prohibit "cryptocurrency activity" in language aimed at mining, and that wording can be read to cover a node, which does no mining at all. Check the acceptable use policy before signing, not after. Clause 5.3 and clause 6 state the obvious that people ignore: anyone with physical access to a machine can, given time, extract what is on it.
Letter of intent / term sheet
For agreeing the shape of a larger transaction before spending money on full documentation. The binding/non-binding split is the whole point.
Educational skeleton Not a legal document. Adapt every clause, resolve every bracket, and have it reviewed where you live.
LETTER OF INTENT
Between: [PARTY A] and [PARTY B]
Date: [DATE]
1. PURPOSE
This letter records the parties' current intentions in
relation to [DESCRIBE THE PROPOSED TRANSACTION]. It is
intended to guide the negotiation of definitive documents.
2. BINDING AND NON-BINDING PROVISIONS
2.1 Clauses 3 to 6 are NOT legally binding and create no
obligation on either party to enter into any transaction.
2.2 Clauses 7 to 12 ARE legally binding and take effect on
signature.
[This split is the single most important part of the document.
Be explicit. In some jurisdictions a document expressed in
definite terms may bind the parties despite a label to the
contrary, and in several systems a party who breaks off
negotiations in bad faith may be liable regardless.]
--- NON-BINDING TERMS ---
3. THE PROPOSED TRANSACTION
[DESCRIBE: sale, investment, joint venture, acquisition.]
Amount: [AMOUNT] BTC / [AMOUNT] [CURRENCY]
Pricing mechanism: [DESCRIBE, including price source and time]
Structure: [DESCRIBE]
4. CONDITIONS
Completion would be subject to: satisfactory due diligence;
[regulatory approval]; [board approval]; [third-party
consents]; execution of definitive documents.
5. INDICATIVE TIMETABLE
Due diligence to [DATE]; first drafts by [DATE]; signing
target [DATE]; completion target [DATE].
6. COSTS
Each party bears its own costs, whether or not the
transaction completes.
--- BINDING TERMS ---
7. CONFIDENTIALITY
The existence and contents of this letter, and all
information exchanged in connection with it, are
confidential. Each party shall use them only to evaluate the
proposed transaction and shall not disclose them without
prior written consent, except where disclosure is required
by law or to professional advisers bound by equivalent
obligations.
8. EXCLUSIVITY
Until [DATE], [PARTY] shall not solicit, negotiate with or
enter into any agreement with any third party in respect of a
transaction of the type described in clause 3.
9. NO KEY MATERIAL
Neither party shall request or disclose any seed phrase,
private key or passphrase at any stage. Where proof of
holdings is required, it shall be given by signed message or
extended public key under Template 15.
10. DUE DILIGENCE ACCESS
[PARTY] shall provide reasonable access to [DEFINE SCOPE],
subject to clause 7.
11. GOOD FAITH
The parties shall negotiate in good faith, without obligation
to reach agreement.
12. GOVERNING LAW AND DISPUTES
[JURISDICTION]. [See Template 16.] This clause applies to
the binding provisions and to any dispute about whether a
provision is binding.
13. TERMINATION
This letter lapses on [DATE] unless extended in writing. The
binding provisions survive for [PERIOD].
Signed:
[PARTY A] ______________ [PARTY B] ______________
Notes. Clause 2 is why this document exists. Term sheets are routinely signed with everyone assuming nothing is binding, and then someone relies on the exclusivity or breaches the confidentiality. Say exactly which clauses bind. Clause 12's final sentence is a small refinement that saves a great deal of argument later: it makes the dispute clause cover the question of what was binding in the first place.
What is deliberately not here
Three documents people ask for that this page does not provide, for the same reason in each case: the risk of doing it badly outweighs the benefit of a template.
A will. Formal requirements for wills are strict, differ completely between jurisdictions, and a defect usually voids the whole document. A template will is more likely to create an intestacy than to prevent one. This is the single clearest case for using a local professional.
A trust deed. Trusts do not exist in the same form everywhere, tax consequences are severe if structured wrongly, and a trust that holds assets nobody can reach is worse than no trust.
Anything containing key material. No document on this page, and no document you ever sign, should contain a seed phrase, private key, passphrase or PIN. If a template you find elsewhere has a field for one, do not use it.
General information, not legal advice. This site does not provide legal advice, no professional or advisory relationship is created, and no template here is drafted for any particular jurisdiction or any particular person. These are general templates rather than model contracts, and they are not intended to be copied and used as they stand. Each is a structural skeleton that must be adapted to your own transaction, your own counterparty and your own jurisdiction before it means anything. Contract law, formal and formality requirements, consumer and employment protections, security interests, regulatory licensing and tax treatment vary substantially between countries and change over time. A provision that is standard in one system may be void, unenforceable or unlawful in another, and some arrangements described here may require authorisation to carry out at all. Use these documents to understand the structure of a transaction and to prepare for a conversation with a qualified lawyer. They are not a substitute for one. Have anything material adapted and reviewed by a lawyer licensed where you live before signing it. These materials are provided as is, without warranty of any kind, express or implied, and no liability is accepted for any loss or damage arising from their use.