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Each of Investor and [COMPANY NAME] are sometimes referred to herein as a “Party” and collectively as the “Parties.”  \nW I T N E S S E T H:  \nWHEREAS, [COMPANY NAME] is in the business of [INSERT SHORT DESCRIPTION OF BUSINESS];  \nWHEREAS, [COMPANY NAME] desires to [INSERT COMPANY’S PURPOSE FOR THIS PROJECT] ;  \nWHEREAS, Investor desires to [INSERT INVESTOR’S PURPOSE FOR SUPPORT] ; and  \nWHEREAS, the Parties have agreed that, subject to the terms and conditions of this Agreement, Investor and [COMPANY NAME] shall execute certain development simple agreements for future equity (each, a “D-SAFE,” and collectively, the “D-SAFEs”) upon the satisfaction of certain Milestone Conditions (as hereinafter defined) .  \nNOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:  \nARTICLE 1 DEFINITIONS AND INTERPRETATION  \n1. 1 Definitions -As used in this Agreement, the following terms and phrases shall have the meanings as set forth below:  \n“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such first Person. For the purposes of this definition,“control” and its derivatives mean, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or otherwise. “Control” may be deemed to exist notwithstanding that a Person owns or holds, directly or indirectly, less than fifty percent (50%) of the beneficial equity interest in another Person.  \n“Agreement” has the meaning as set forth in the preamble.  \n“Applicable Law” means, with respect to any Person, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, license, franchise, permit, authorization, guideline, Governmental Approval, consent or  \nrequirement of any Governmental Authority having jurisdiction over such Person or its property, enforceable at law or in equity, including the interpretation and administration thereof by such Governmental Authority.  \n“Business Day” means a day that is not a Saturday, Sunday or a day upon which banks are required or permitted to be closed in California.  \n“[COMPANY NAME]” has the meaning set forth in the preamble.  \n“Company Call Option Milestones” means each of the milestones set forth in Exhibit CD hereto.  \n“Conditions Precedent” has the meaning set forth in Section 4.1.  \n“Confidential Information” shall mean the terms of this Agreement and any and all information concerning the business and affairs of a Party which is of a non-public, proprietary or of a confidential nature, however such information is documented, stored or presented, and including without limitation,financial statements, financial projections and budgets, and development plans.  \n“D-SAFE” has the meaning set forth in the preamble. Each D-SAFE shall be in substantially the form attached hereto as Exhibit B.  \n“Default” has the meaning set forth in Section 7.3.  \n“Direct Losses” means all damage, losses, liabilities, taxes, penalties, fines, assessments, claims, actions, costs, expenses (including the cost of legal or professional services, legal costs being on a substantial indemnity basis), proceedings, demands and charges whether arising under statute, contract, at common law or otherw","cbCaiedOuMGbfojL","https://ap.wps.com/l/cbCaiedOuMGbfojL","pdf",482644,"English","# Article 1 Definitions and Interpretation\n## 1.1 Definitions","[{\"question\":\"What is the purpose of the Development Support Agreement?\",\"answer\":\"It sets the terms under which the investor and the company will execute development simple agreements for future equity (D-SAFEs) upon satisfaction of milestone conditions.\"},{\"question\":\"What does “D-SAFE” mean in this agreement?\",\"answer\":\"“D-SAFE” is defined as an agreement form substantially in the form attached as Exhibit B, and it is executed by the parties for future equity.\"},{\"question\":\"How are milestones and funding amounts related?\",\"answer\":\"The agreement defines “Funding Amount” as the amounts associated with each milestone as set forth in Exhibit A, and it references milestone listings in the exhibits.\"}]","Development Support Agreement - D-SAFE Equity Development | PDF",1789570969,6]