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Click here to open the Series Seed Convertible Note Financing Documents Generator

These documents are intended only for US companies. Also note that the documents were designed for companies incorporated in Delaware.

Learn more about the Series Seed project and our contributions in our introductory post.

The Cooley GO Docs Series Seed Convertible Note Financing Documents Generator allows you to generate any or all of the following documents:

  • Term Sheet
  • Convertible Promissory Note
  • Investor Suitability Questionnaire
  • Board Consent

In the documents you will find many instances where provisions are surrounded by square brackets (“[ ]”). These brackets indicate that the language contained within is either optional or, particularly where two sets of bracketed provisions appear next to each other, are alternative choices. Please review these carefully, and consult with an attorney about the consequences of the options.

Please note that by providing these forms, we are not taking any position on whether a particular provision is “market” or not.  In addition, by marking a provision as “optional” we are simply indicating that, in our experience, the inclusion or exclusion of the term is more often negotiated than not. It does not mean that we are taking any position about whether a term should or should not be included or how it should be phrased. The decision of whether to include any particular provision should be based on the mutual agreement of the parties, and any decision should be made by the user, in consultation with counsel.

For more information, please see the README and Seed Notes RELEASE NOTES files in our Series Seed fork on GitHub.

Have suggestions for improvements or other comments? Submit feedback as Issues on GitHub.

Looking for a Singapore version? Check out our Convertible Promissory Note and Term Sheet for Singapore companies.

Cooley LLP, each entity affiliated with Cooley LLP including Cooley (UK) LLP and Cooley SG LLP* and the respective partners, employees and agents of the foregoing (collectively, “Cooley”) do not endorse or recommend the use of any default values or any document on, nor is Cooley expressing any opinion or recommendation of what is, or what should be, a “market” standard document. Deal terms should be negotiated based on your specific circumstances and the relevant documents should be tailored to meet the specific legal and commercial requirements of the contemplated transaction. Additional documents may be required for the contemplated transaction. Cooley assumes no responsibility for the contents of the documents provided on or any consequence of your use of any such documents. You are responsible for ensuring that all necessary securities filings and/or other legally required filings, if any, are prepared and filed. You should consult with an attorney licensed to practice in your jurisdiction as well as tax advisors before using or relying on any documents on, especially if you don’t understand any of their terms. Review carefully and use at your own risk. No document or information provided on constitutes or should be relied upon as legal advice.

*Cooley SG LLP (UEN/Registration No. T19LL1477F) is a licensed foreign law practice registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A) with limited liability.