Questions

I signed a contract using KISS - it´s a standard template used for early stage startup to receive investments. You can find the contract on the links below. The contract is governed by the law of California however, I, the investor resides in Canada whereas the founder resides in Israel and neither of us have any physical tie to the usa at the moment. Investor location: Canada Founder location: Israel SAFE is another contract that was considered in the negotiation. ** subquestions: ** *1 - Should the contract abides by the country of residence of the investor or the founder? *2 - Could we use SAFE(y-combinator template) or KISS(500 startup template) documents if neither the investor nor the entrepreneur resides in US? *3 - If we used SAFE(y-combinator) or KISS(500) document out of ignorance and sent/received the invesment, is the contract still valid? *4 - if the contract is not valid but the fund were sent/receive, should a new contract be negtotiated and the fund returned to the owner? SAFE contract link: https://www.ycombinator.com/docs/SAFE_Cap_Discount.rtf KISS contract link:https://500startups.app.box.com/s/wxkh7gqyqsfmoxixk7vm I plan on hiring a lawyer. However, I wanted to be better informed and save some $ if possible.

While governing law is important, venue – i.e., where a lawsuit must be filed – is even more important tactically if a dispute arises.
If there is a great disparity in negotiating power between the parties, the one with the greater power is likely to prevail on this issue (and many others).
If a compromise is desired, choose a neutral country (with an appropriate legal system) for governing law and venue.
An approach that will reduce the likelihood of a lawsuit being filed: If one party initiates a legal action, it must be filed in the other party’s country, and that country’s law will govern.

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Answered 7 years ago

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