Completing Awake Provisional Offer Letter
Version 0.1 | 2026-10-14
These documents are general templates, not legal advice. Before using any document for any real-world purpose, every party must have their own independent legal counsel review and approve it for their circumstances and applicable law. Do not sign, rely on, or otherwise use a document without that approval. No attorney-client relationship is created.
Purpose and fit
Make a conditional offer with a minimum closed-funding threshold, prospective monthly cash pay and no pre-trigger accrual. Intended fit: US software companies; state-specific adaptation required. Binding posture: Binding when completed and signed; employment and conditional monthly pay subject to stated conditions.
Decisions to complete
Complete the minimum amount, currency, eligible financing instruments, measurement window, expiry date, monthly cash amount and lawful payroll dates. Count only cleared funds actually received at completed closings; exclude promises and unsigned or unfunded commitments. The threshold-crossing closing is the Qualifying Close. Default to no work before the funded start. If early services are contemplated, each party must have independent counsel approve a separate paid arrangement before work starts; do not use this letter to waive or defer wages. Confirm classification, wage floors, overtime, benefits and local pay frequency. A monthly rate does not authorize monthly-only payroll where more frequent payment is required. The no-accrual clause applies only to the conditional monthly compensation, not mandatory wages or other earned amounts. Prorate the first partial month and document satisfaction of the threshold without making employer notice a discretionary additional condition.
Resolve every field in Commercial Terms and each selected schedule. Confirm actual owners, issuers, consideration and transfer dates rather than treating a promise as implementation. Delete unused alternatives and resolve contradictions through signed approvals. Signing the template does not itself perform filings or approvals described as separate steps.
Companion documents
- Awake Employment Offer Letter
- Awake Proprietary Information and Inventions Agreement
- Awake Employment and Executive Service Agreement
- Awake Stock Option Agreement
- Awake Restricted Stock Purchase Agreement
Editions and execution
The reference edition includes version and preparation information. The fill-in edition, where provided, keeps operative text and highlighted blanks and omits preparation notes and counsel instructions. Both editions include the legal disclaimer and require every party's own counsel to review and approve any real-world use. Keep license, version and change records with the template package; keep completed private copies and sensitive evidence out of the public repository.
Review checklist
- Confirm entity, jurisdiction, parties and signatory authority.
- Resolve every blank and alternative, including risk allocation where supplied.
- Reconcile defined terms, clause references, schedules and companion precedence.
- Confirm actual approvals, payments, issuance/transfers and any personal filings separately.
- Have every party's own independent legal counsel review and approve the completed document before any real-world use; obtain tax advice where applicable.
- Preserve the executed agreement chain and restricted supporting records.
Primary references
License and attribution
Free to use, adapt, and share under CC BY 4.0. Attribution: AwakeVC. See LICENSE.md.