Model Investors' Rights Agreement

This page previews the Model Investors' Rights Agreement and the fields it contains. NVCA provides the official Word document — download it from the source linked on this page, then fill it in.

NVCA model documents are freely downloadable but not redistributable. This field-selector contains only transformation instructions, not the source document.

Cover page fields

Field	Description	Options
Company Name	Full legal name of the company (e.g. Acme Corp, Inc.)
Investor Name	Full legal name of the lead investor
Investors	Complete Schedule A investor notice list; replaces all model rows
Key Holder Name	Full legal name of the expressly identified Key Holder. Fills the Key Holder signature and Schedule B name carriers consistently. Multiple distinct Key Holders require repeatable-row runtime support.
Underwriter Selection	Party authorized to select the underwriters in Section 2.3	Company Board_of_directors
Registration Effectiveness Days	Base number of days the registration statement must remain effective
Registration Effectiveness Extension	Events that toll the base registration-statement effectiveness period. The model-form branch preserves its underwriter-request and Form S-3 extensions; company_suspensions instead tolls only for stop orders, blackout notices, and other Company-directed suspensions that prevent sales.	Underwriter_and_form_s3 Company_suspensions None
Successors Assigns Section	Pinned-source section number for Successors and Assigns
Registration Rights Article	Pinned-source article number for Registration Rights
Expenses Registration Section	Pinned-source section number for Expenses of Registration
Company Registration Section	Pinned-source section number for Company Registration
Delay Registration Section	Pinned-source section number for Delay of Registration
Indemnification Section	Pinned-source section number for registration indemnification
Additional Investors Section	Pinned-source section number for Additional Investors
Market Standoff Section	Pinned-source section number for the Market Stand-off
Restrictions Transfer Section	Pinned-source section number for Restrictions on Transfer
Amendments Waivers Section	Pinned-source section number for Amendments and Waivers
Financial Statements Section	Pinned-source section number for Delivery of Financial Statements
Inspection Section	Pinned-source section number for Inspection
Rofo Article	Pinned-source article number for Rights to Future Stock Issuances
Rofo Section	Pinned-source operative section number for Right of First Offer
Successor Indemnification Section	Pinned-source section number for Successor Indemnification
Rofo Termination Liquidation Clause	Complete retained liquidation qualification for ROFO termination
Covenant Termination Liquidation Clause	Complete retained liquidation qualification for covenant termination
Selling Holder Counsel Expense Exception Clause	Complete retained Selling Holder counsel expense exception
Company Counsel	Name and address of company's legal counsel
State Of Incorporation	State of incorporation (proper noun, e.g. Delaware); also names the state courts in the dispute-resolution clause
Judicial District	Federal judicial district for dispute resolution (e.g. District of Delaware)
Amended Restated Upper	Uppercase prefix if amending a prior agreement (e.g. AMENDED AND RESTATED) or empty string
Amended Restated	Title-case prefix if amending a prior agreement (e.g. Amended and Restated) or empty string
Financing History	Whether this IRA is for a new financing or amends and restates an existing investors' rights agreement	New_financing Amended_and_restated
Prior Agreement Date	Display-ready date of the predecessor IRA; required only for amended_and_restated financing_history
Business Description	Brief description of the company's business
Competitor Exclusion Mode	Whether to identify a person whose group is expressly excluded from the Competitor definition	None Named
Excluded Competitor Name	Name expressly excluded from the Competitor definition when competitor_exclusion_mode is named
Major Investor Threshold Shares	Minimum number of Registrable Securities required to qualify as a Major Investor
Requisite Holders Standard	Voting threshold used in the Requisite Holders definition	Majority Percentage
Requisite Holders Percentage	Bare percentage number for Requisite Holders (for example, 60; do not include the percent sign), consistent with open-agreements issue
Include Demand Eligibility Date	Add a negotiated calendar-date eligibility trigger before the IPO-based Form S-1 demand trigger
Demand Eligibility Date	Display-ready earliest calendar date for a Form S-1 demand when the additional date trigger is selected (for example, May 21, 2028)
Form S1 Aggregate Offering Threshold	Form S-1 demand-registration anticipated aggregate offering-price threshold, number only
Form S1 Demand Limit	Maximum number of Form S-1 demand registrations the Company must effect	One Two
Rofo Closing Period Days	Days after the Offer Notice within which a Section 4.1(b) Major Investor purchase must close
Rofo Outside Sale Period Days	Outside-sale period following expiration of the Section 4.1(b) election periods
Selling Holder Counsel Fee Cap	Company-paid Selling Holder Counsel fee cap under Section 2.6, number only
Selling Holder Counsel Cap Basis	Whether the Selling Holder Counsel fee cap applies in the aggregate or per registration	Aggregate Per_registration
Direct Listing Election	Whether direct-listing provisions are omitted, use the model-form Direct Listing term, or use the Qualified Direct Listing term consistently throughout registration, lock-up, transfer, and termination provisions	Qualified Include Omit
Registrable Clause I Marker	Clause marker for Preferred-conversion Registrable Securities, normally (i)
Registrable Clause Iv Marker	Clause marker for dividend and replacement Registrable Securities, normally (iv)
Optional Comma	Comma retained where the selected clause sequence requires it; empty when omitted
Surviving Covenant Sections	Additional Section 5 covenants that survive the general termination rule
Additional Sanctions Jurisdictions	Additional sanctions jurisdictions beyond the United States, or empty
Optional Comma And	Comma-and connector retained by the selected alternative, or empty
Annual Budget Delivery Clause	Complete timing phrase for annual budget delivery, including punctuation
Observer Competitor Exclusion Clause	Observer exclusion for a Competitor investor or representative, or empty
Major Investor Competitor Limitation	Competitor limitation on Major Investor information and inspection rights, or empty
Optional Period	Period selected for the employee-agreement covenant alternative, or empty
Standoff Stockholder Threshold Percent	Percentage threshold inserted before the source percent sign for stockholders subject to the market stand-off (for example, 1)
Company Registration Holder Floor Percent	Percentage floor inserted before the source percent sign for Holder participation in a Company registration other than the IPO (for example, 25)
Form S3 Blackout Before Days	Days before a Company-initiated registration during which Form S-3 demands are unavailable
Registration Participation Response Days	Days allowed to respond to an underwritten-registration participation notice
Qsbs Section Reference	Final unbracketed IRA section number containing the QSBS covenant
Form S3 Blackout After Days	Days after a Company-initiated registration during which Form S-3 demands are unavailable
Information Right Holder Class	Modifier inserted before the source text "Investor" for the selected information-right holder class; omit for all Investors	Major
General Amendment Approval Group	Defined holder group whose consent is required under the general amendment rule
Major Investor Amendment Threshold	Voting threshold for amendment of Major Investor provisions, including article
Deferral Registration Exception	Registration category permitted during a Form S-1 deferral	Expanded excluded-registration definition
Optional And	And connector retained by selected coordinated alternatives, or empty
Sanctions List Conjunction	Conjunction before the final retained United States sanctions list
Observer Rights Section Reference	Observer-right section added to the information-right termination list
Observer Rights Title Text	Complete optional connector and modifier inserted before the source text "Rights" in information-right headings; omit when observer rights are excluded	And Observer
Quarterly Equity Statement Clause	Stockholders-equity statement text included in quarterly reporting
Monthly Equity Statement Clause	Stockholders-equity statement text included in monthly reporting
Key Holders Preamble Clause	Preamble joinder text for Key Holders, or empty
Rofo Investor Termination Clause	Major-Investor-specific ROFO termination clause, or empty
Investor Party Qualifier	Qualifier before Investors in the Purchase Agreement recital, or empty
Section 220 Termination Intro	Connector determining whether the Section 220 waiver ends on the earlier of IPO and Direct Listing
Affiliate Disclosure Scope	Existing/prospective scope for confidentiality-permitted Affiliate disclosures
Form S1 Deferral Period Clause	Complete maximum Form S-1 deferral period phrase
Registrable Cross Reference Text	Complete clause cross-reference for dividend/replacement Registrable Securities
Underwriter Type	Modifier inserted before the source text "underwriter(s)" (normally managing; do not repeat underwriter)	Managing
Form S1 Deferral Frequency Word	Word stating how often the Form S-1 deferral may be invoked in 12 months
Optional Or	Or connector retained by the selected alternative, or empty
Later Offering Standoff Clause	Market stand-off period for a registered offering after the IPO
Foia Party Rofo Clause	FOIA Party exclusion in ROFO mechanics, or empty
Later Offering Form Clause	Complete optional connector and later registered-offering form inserted after source text "Form S-1"; omit when Form S-3 is excluded	Or Form S-3
Schedule B Notice Clause	Schedule B reference in the notices clause when Key Holders participate
Qsbs Original Issuance Clause	Original-issuance qualifier for Preferred Stock covered by the QSBS covenant
Additional Investor Purchase Agreement Clause	Purchase Agreement limitation on additional Investor joinders
Accounting Firm Recognition Scope	Modifier inserted before the source text "recognized standing" (normally nationally; do not repeat recognized)	Nationally Regionally
Annual Statement Delivery Days	Days after fiscal year end for delivery of annual financial statements
Optional Plural S	Plural suffix required by the selected numeric count
Ipo Only Standoff Scope	IPO-only scope limitation for market stand-off obligations, or empty
Registration Termination Intro	Introductory phrase for the selected registration-right termination triggers
Registration Termination Anniversary Ordinal	Ordinal anniversary on which registration rights terminate
Form S3 Demand Limit Words	Word-form maximum Form S-3 demand count
Include Foia Party Provisions	Include the FOIA Party definition and expressly selected FOIA limitations	“FOIA Party” means a Person that
Include DPA Foreign Person Provisions	Include DPA, DPA Triggering Rights, Foreign Person, CFIUS, and related limitations as a coherent package	Foreign Person demand restriction
Include Key Holder Registrable Securities	Include Key Holder and Key Holder Registrable Securities definitions and related rights	Key Holder securities coverage
Include Board Attendance Expenses	Include reimbursement of Board attendance expenses	Board Attendance Expenses
Include Successor Indemnification	Include the successor indemnification covenant	Successor Indemnification
Include Transaction Assistance	Include investor-counsel and transaction-assistance covenants	IPO and sale transaction assistance
Include Indemnification Matters	Include investor-director indemnification priority provisions	Indemnification Matters
Include Corporate Governance Program	Include the selected corporate-governance program and Annex 2	Corporate Governance
Include Fair Practices Covenant	Include the FCPA compliance covenant	FCPA
Include Cybersecurity Covenant	Include the cybersecurity covenant	Cybersecurity
Include Real Property Reporting	Include real-property-holding-corporation status reporting	Real Property Holding Corporation
Include Subsidiary Governance	Include subsidiary governance restrictions	Subsidiary Governance
Include Outbound Investment Covenant	Include outbound-investment-rule covenants	Outbound Investment Rules.
Include Post Issuance Rofo	Permit post-issuance notice in lieu of prospective ROFO compliance	Post-issuance right of first offer
Dispute Costs Election	Allocation of enforcement costs	Prevailing party recovers costs
Include Registration Termination Deemed Liquidation	Include the qualifying Deemed Liquidation Event registration-right termination condition
Include Registration Termination Rule 144	Include the post-listing ownership and Rule 144 registration-right termination condition	Registration rights end after Rule 144 eligibility
Include Registration Deferral Anniversary Extension	Extend anniversary termination until any then-continuing registration deferral expires	Extend registration deferral anniversary
Include Annual Financial Comparisons	Include prior-year and budget comparisons, variance explanations, and sources and uses in annual reporting	Annual budget comparisons
Include Monthly Financial Statements	Require the optional monthly financial-information package	Monthly financial statements
Include Inspection Competitor Gate	Condition inspection rights on the Board not reasonably determining the Major Investor is a Competitor	Competitor restriction on inspection rights
Observer Material Delivery Timing	Whether Board observer materials are delivered concurrently with or promptly after delivery to directors	Delayed delivery to board observer
Include Information Termination Deemed Liquidation	Include the qualifying Deemed Liquidation Event information-and-observer-right termination condition	Information rights end at liquidation
Include Rofo Sanctions Limitation	Prohibit offering or selling New Securities to a Sanctioned Party under the ROFO	Sanctions limitation on offering rights
Include Rofo Purchase Agreement Issuance Exemption	Exempt Purchase Agreement Preferred Stock issuances from the ROFO	Purchase Agreement issuance exception
Include Rofo Loss Penalty	Terminate a Major Investor's ROFO rights after it declines its full allocation	Loss of right of first offer after nonparticipation
Include Employee Noncompetition Nonsolicitation	Require employee noncompetition and nonsolicitation agreements to the extent legally permissible	Employee noncompetition and nonsolicitation
Include Employee Severance Restriction	Include the optional employee severance-payment restriction	Employee severance restriction
Include Transaction Ipo Advance Notice	Require advance notice to Investor Counsel of IPO information deadlines	Advance notice of IPO information deadlines
Include Fcpa Written Policies	Require written policies as part of the FCPA compliance system	Written anti-corruption policies
Include Special Mandatory Conversion Exclusion	Exclude shares issued in a Special Mandatory Conversion from Registrable Securities	Special mandatory conversion exclusion
Include Investor Common Stock Registrable Securities	Include other Investor-held Common Stock and Common-equivalent securities as Registrable Securities	Investor Common Stock coverage
Include EU UK Sanctions Lists	Include European Union and United Kingdom sanctioned-party lists	Additional EU and UK sanctions lists
Include Deferral Tolling	Toll registration filing and effectiveness periods during a permitted deferral	Toll registration filing periods
Include Deferral Company Registration Restriction	Restrict Company and other-stockholder registrations during a Form S-1 deferral	Restrict Company registration during deferral
Include Holder Underwriting Limitations	Limit Holder underwriting representations, warranties, indemnities, and liability	Holder underwriting limitations
Include Key Holder Cutback Priority	Exclude Key Holder Registrable Securities before further reducing other Holders	Key Holder cutback priority
Include Holder Own Counsel Expense Exception	Require each Holder to bear non-Selling-Holder counsel expense	Holder bears separate counsel expense
Include Indemnification Correction SAFE Harbors	Include the correction-in-writing safe harbors in Holder registration indemnification
Include Indemnification Late Notice Prejudice Limitation	Limit the effect of late indemnification notice to material prejudice	Late-notice prejudice limitation
Subsequent Registration Priority Election	Priority restriction applicable to later-granted registration rights. pro_rata_and_subordinate independently requires pro rata allocation of permitted participation and subordinates later-granted rights to the Holders.	Pro_rata_and_subordinate Pro_rata_or_subordinate No_reduction
Include Standoff Research Extension	Permit an open-ended market-stand-off extension for research restrictions	Research-report stand-off extension
Include Standoff Rule 10b5 1 Exception	Exempt qualifying Rule 10b5-1 plans from the market stand-off	Rule 10b5-1 plan exception
Include Standoff Family Trust Exception	Exempt qualifying no-value family-trust transfers from the market stand-off	Family trust transfer exception
Include Standoff Pro Rata Release	Apply discretionary stand-off releases pro rata	Pro rata stand-off release
Include Standoff Discretionary Minimum Release	Permit a discretionary de minimis stand-off release basket	Minimum discretionary stand-off release
Include Covenant Termination Deemed Liquidation Condition	Condition covenant termination at a Deemed Liquidation Event on specified consideration or successor rights
Include Amendment Proportional Participation	Protect proportional Major Investor participation when a ROFO waiver is used by a participating investor	Proportional participation protection
Include Amendment Sanctions Waiver	Permit Company waiver necessary to avoid violation of applicable Sanctions	Company sanctions waiver
Include Key Holder Disproportionate Amendment Protection	Require Key Holder majority approval for disproportionately adverse amendments	Key Holder disproportionate amendment protection
Transaction Assistance Counsel Fee Cap	Aggregate Company-paid Investor Counsel cap for each reimbursed IPO or Sale transaction, number only
Include Selling Holder Counsel Expense Exception	Exclude Company-paid Selling Holder Counsel fees from Holder-borne Selling Expenses
Company Signatory Name	Printed name of the Company's authorized signatory
Company Signatory Title	Title of the Company's authorized signatory
Company Notice Address	Complete Company notice address
Company Notice Attention	Person and title to whose attention Company notices must be directed, or empty if none
Company Notice Email	Company notice email
Investor Signatory Name	Printed name of the Investor's authorized signatory
Investor Signatory Title	Title of the Investor's authorized signatory
Key Person Insured Name	Person covered by key-person insurance, if required
D And O Coverage Amount	Minimum D&O liability insurance coverage, number only (for example, 5,000,000)
Key Person Insurance Election	Whether the Company must carry named key-person insurance in addition to D&O coverage	None Named
Key Person Insurance Coverage Amount	Minimum named key-person insurance coverage, number only; required when key_person_insurance_election is named
Board Observer Investor Name	Investor entitled to designate the nonvoting board observer
Board Observer Threshold Shares	Minimum Preferred Stock holdings required to retain the board observer right
Transferee Eligibility Standard	Standard a non-Affiliate transferee must satisfy to receive registration rights under Section 6.1	Minimum_shares Major_investor
Transferee Minimum Shares	Minimum Registrable Securities a transferee must hold when the Section 6.1 minimum-shares standard applies
Signature Page Marker	Signature page marker text
Effective Date	Effective date of the agreement ("is made as of <date>"). Accepts ISO YYYY-MM-DD (rendered as e.g. "March 15, 2026") or a display-ready date string.
Checklist Delivery Date	Date the qualified small business stock checklist (Annex 1) is being delivered. Accepts ISO YYYY-MM-DD (rendered as e.g. "March 15, 2026") or a display-ready date string.
Key Holders	Complete Schedule B Key Holder list; replaces all model rows and must not duplicate scalar signature carriers
Checklist Delivery Election	Whether the QSBS checklist is delivered on the specified date or later following an Investor request	Delivered_on_date On_request
Checklist Delivery Business Days	Response period for an Investor-requested QSBS checklist; required for on_request
Annex 2 Policies	Complete selected set of required governance policies and their display-ready adoption deadlines. An empty array is an explicit election to omit Annex 2; the downstream runtime must replace all model rows rather than leave defaults.
Series Designation	Series designation for preferred stock (e.g., A, B, C), matching the charter and stock purchase agreement
Par Value	Par value per share of common and preferred stock (number only, e.g. 0.0001 — the document supplies the dollar sign)

This template is a drafter's starting point. It does not constitute legal advice. Workflow support only. Not legal advice.