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Subscription Agreement for Sphere Fluidics

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SUBSCRIPTION AGREEMENT FOR SPHERE FLUIDICS

This Subscription Agreement (the Agreement) is entered into as of by and between Sphere Fluidics (Company) and Subscriber identified below.

Parties

Sphere Fluidics

WHEREAS

WHEREAS, Company develops and licenses certain proprietary instrumentation, software and services for microfluidic sample handling and analysis (Products and Services); and

WHEREAS, Subscriber desires to subscribe to the Products and Services on the terms set forth herein and Company is willing to supply the same pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. Scope of Work

Company will provide Subscriber with access to the subscription services, equipment access, training and technical support as specified below. Subscriber will receive the level of service described in the Scope of Work.

2. Payment Terms

Subscriber shall pay Company the Subscription Fees in consideration for the Products and Services provided under this Agreement in accordance with the following terms.

If any amount due under this Agreement is not paid within days after the due date, Subscriber shall pay a late fee equal to percent per month of the overdue amount, or the maximum allowed by law, whichever is less.

3. Term and Termination

The initial term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon days prior written notice to the other party.

4. Confidentiality

Each party (Recipient) acknowledges that it may receive Confidential Information of the other party (Discloser). Confidential Information means non-public business, technical, financial and other proprietary information disclosed in any form and marked or reasonably understood to be confidential.

Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein.

Confidential Information does not include information that: (i) is or becomes publicly known without breach; (ii) was rightfully in Recipient's possession before receipt from Discloser; (iii) is independently developed by Recipient without use of Discloser’s Confidential Information; or (iv) is required to be disclosed by law, provided Recipient gives prompt notice and seeks protective measures.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

5. Warranties; Limitation of Liability

Company warrants that it will perform the Services with reasonable skill and care consistent with industry standards. Except as expressly set forth in this Agreement, the Services are provided AS IS and Company disclaims all other warranties, express or implied.

Neither party shall be liable for consequential, incidental, special or punitive damages. Except in cases of willful misconduct or gross negligence, Company’s aggregate liability under this Agreement shall not exceed the total fees paid by Subscriber to Company under this Agreement in the twelve (12) months preceding the claim.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in the selected jurisdiction for any disputes arising under this Agreement.

7. Remedies and Injunctive Relief

The parties acknowledge that any breach of the confidentiality provisions or unauthorized use of Company’s intellectual property may cause irreparable harm for which monetary damages are inadequate. Accordingly, in addition to other remedies, Discloser shall be entitled to seek injunctive relief without proof of actual damages or the posting of a bond.

8. Entire Agreement; Amendments

This Agreement, together with any exhibits and written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

9. Notices

All notices must be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices are effective upon receipt.

10. Miscellaneous

If any provision of this Agreement is deemed invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or employment relationship.

Subscriber - Print Name:

By:

Date:

For Sphere Fluidics - Print Name:

By:

Date:

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What the Subscription Agreement for Sphere Fluidics Is

The Subscription Agreement for Sphere Fluidics is a legally binding contract used when an investor agrees to purchase equity or convertible securities in Sphere Fluidics. It records the subscriber's identity, purchase amount, price per share, payment terms, representations and warranties, and closing conditions. The agreement allocates rights and obligations, including transfer restrictions, registration rights, indemnities, and confidentiality provisions. It also specifies effective date, governing law, and signature blocks for all parties. The document serves as the primary record for capital raising transactions and supports regulatory and tax reporting obligations.

Why a Clear Subscription Agreement Matters

Use this Subscription Agreement to document investor commitments, reduce ambiguity in funding rounds, and set enforceable rights and conditions for both Sphere Fluidics and subscribers. Clear terms protect corporate governance, streamline closings, and provide necessary information for securities compliance and tax reporting.

Why a Clear Subscription Agreement Matters

Who Typically Prepares and Signs This Agreement

Typical users who prepare, review, or sign this agreement include: finance teams, general counsel, company founders, and prospective investors.

  • Corporate finance and accounting staff handling subscription allocations, payments, and cap table updates.
  • Legal counsel reviewing representations, regulatory compliance, transfer restrictions, and amendment provisions.
  • Investors and placement agents completing subscription details, confirming payment, and executing signature blocks.

Final signatories should ensure all fields match supporting documents and that required consents or approvals are attached before execution.

Core Sections You Should Expect in the Agreement

A professional Subscription Agreement for Sphere Fluidics should clearly define parties, purchased securities, price and payment terms, representations and warranties, closing conditions, and post-closing obligations in precise, enforceable language.

Parties

Identify each party by full legal name, entity type, jurisdiction of formation, principal address, and authorized signatory; include taxpayer identification for investors and representative contact information for notices.

Securities

Describe security type (common, preferred, convertible note), total shares offered, class rights, liquidation preference, voting rights, and any anti-dilution or conversion mechanics in clear terms.

Purchase Price

State per-share price, total subscription amount, acceptable payment methods, wire instructions and bank details, conditions for escrow release, penalties for late payment, and when funds are considered received for closing.

Representations

List investor representations about authority, accreditation or suitability, absence of conflicts, and accuracy of financial information; include company reps on capitalization and authority to issue securities.

Closing Conditions

Specify conditions precedent such as receipt of cleared funds, execution of ancillary documents, required regulatory approvals, and absence of material adverse changes affecting Sphere Fluidics.

Post-Closing

Define post-closing obligations including issuance and delivery of certificates, updating capitalization records and cap table entries, any transfer restrictions and legends, registration and resale rights, indemnification procedures, and ongoing confidentiality duties.

Step-by-Step: Completing the Subscription Agreement

Follow these sequential steps to complete and execute the Subscription Agreement for Sphere Fluidics accurately and efficiently.

  • 01
    Prepare Information: Collect investor IDs, entity documents, and payment instructions.
  • 02
    Complete Terms: Enter number of shares, price, and payment schedule.
  • 03
    Attach Exhibits: Include investor questionnaires, subscription certificate, and investor signature pages.
  • 04
    Review & Sign: Counsel reviews representations; all parties sign and date.

Recommended Online Workflow Settings

Configure the online workflow to collect signatures, route approvals, and attach exhibits automatically when preparing the Subscription Agreement for Sphere Fluidics.

Field Configuration
Signer Authentication Email link; optional SMS code
Signing Order Set sequential or parallel signer order
Field Types Signature, initials, dates, conditional fields
Notifications Automated reminders and completion receipts

How Electronic Execution Works for This Agreement

This flow shows electronic execution steps, from document preparation through signing, verification, and final distribution of executed copies and records.

  • Upload Document: Prepare final PDF or DOCX with exhibits.
  • Place Fields: Add signature, initial, date, and conditional fields.
  • Set Authentication: Choose email, SMS code, or KBA verification.
  • Send & Track: Distribute via email link and monitor completion status.

Platform and Integration Considerations

Electronic signature platforms should support industry integrations, secure authentication methods, and retention of signed records to meet corporate and regulatory needs.

  • Integrations: Salesforce, NetSuite, Microsoft 365
  • Formats: PDF, DOCX, HTML supported
  • APIs: REST API and SSO support

eSignature Pricing and Feature Comparison

This vendor pricing snapshot compares core starting prices and key features for eSignature providers relevant to executing the Subscription Agreement for Sphere Fluidics.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Security and Compliance Considerations

Encryption: TLS 1.2 and 1.3; AES-256 at rest
Certifications: SOC 2 Type II; ISO 27001; PCI DSS
HIPAA: Compliant with BAA available
ESIGN/UETA: Compliant with federal and state law
Audit Trail: Timestamped actions, IP and event logs
Accessibility: WCAG 2.0 Level AA support

Key Legal and Financial Risks to Avoid

1099 Penalties: Up to $330 per form; IRC §6721
Intentional Disregard: $660+ per form, no cap
I-9 Violations: $281–$2,789 per violation
Backup Withholding: 24% withholding rate
Breach Risk: Securities disputes and indemnities
Invalid Signatures: Enforceability challenge under state law

Common Mistakes When Preparing Subscription Agreements

  • Incomplete subscriber information (incorrect legal name or missing taxpayer ID) causes payment delays and may trigger backup withholding by the payer.
  • Mismatched signature names between the agreement and government ID can void investor acceptance or require corrective documentation and re-execution.
  • Failing to record governing law or jurisdiction leads to disputes about venue and increases legal costs for enforcement or interpretation.
  • Omitting conditions precedent, such as regulatory approvals or funding proofs, risk unilateral rescission or delayed closings and investor disputes.

Practical Examples of Subscription Workflows

These two examples illustrate common subscription scenarios: a venture financing for a biotech developer and a secondary offering to accredited investors.

Biotech Seed Round

A startup raises $2.5M via subscription agreements with 20 accredited investors to fund lead optimization and preclinical studies, documenting each investor's accreditation and wire instructions.

  • Subscription included escrow and closing on funding receipt.
  • The executed agreements attached investor questionnaires and subscription certificates, enabled automatic cap table updates on closing, and required shareholders to accept transfer restrictions and standard indemnities to protect the company and new investors.

Secondary Placement

An early employee sells vested shares through a subscription agreement structure to accredited angel investors, requiring representations about the company's financials and transfer clearance.

  • Closing conditioned on board approval and legend removal.
  • Documents included a stock power, updated ledger entries, and required the seller to provide tax forms; the platform captured signatures, produced ISO-compliant signed PDFs, and stored audit trails for compliance and future due diligence.

Key Deadlines and Time-Sensitive Steps

Key timing milestones for subscription processing, closing, and reporting guide parties on execution, payment availability, and retention for compliance.

Subscription Deadline:

Date by which subscriber must deliver signed agreement and payment.

Acceptance Notice:

Issuer has specified period to accept or decline subscriptions.

Payment Clearance:

Funds must clear by closing; bank timing affects closing date.

Regulatory Filing:

If applicable, file required securities notices or Form D after closing.

Tax Reporting:

Retain records for IRS withholding and information reporting requirements.

FAQs and Troubleshooting for Subscription Agreements

Common questions and troubleshooting guidance for preparing, validating, and executing the Subscription Agreement for Sphere Fluidics.


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