Dogpatch Labs & NDRC

Our version of the YC SAFE, adapted for Irish Law


Background

When setting out the terms for the new NDRC Accelerator we wanted to strike a fair balance between being attractive to entrepreneurs while also ensuring an economic return across the NDRC portfolio.

In coming to our decision, we carefully considered various key NDRC objectives while also discussing the terms with key stakeholders across the Irish tech ecosystem including experienced VCs, Angels, and entrepreneurs.

Our first decision was to adopt a SAFE (Simple Agreement for Future Equity) originally introduced by Y Combinator (YC) in late 2013. Since then, SAFEs have been used by almost all YC startups and countless non-YC startups as the main instrument for early-stage fundraising. These are increasingly common in Ireland and all the investors we spoke to have used them themselves.

There are numerous reasons for adopting the SAFE, but the most obvious is their simplicity and ease of understanding. There are essentially only two terms to negotiate — the valuation cap and discount. This allows them to be simple to prepare and execute without substantial legal costs. Furthermore, they make it easy for follow-on investors to understand. 

We believe that adopting a SAFE also demonstrates Dogpatch Labs’ (as operator of the NDRC) desire to set a positive example for early-stage investment in the Irish ecosystem. A full explanation behind the adoption of the SAFE can be read here.


Disclaimer

The original SAFE instrument prepared by Y-Combinator (link here) has been adapted by Dogpatch Labs to ensure the document complies with Irish Law.

If you use any of the SAFE documents referenced here for an investment, you must seek your own legal advice. Dogpatch Labs and its successors do not assume any responsibility for its contents, or the consequence of using, any version of the SAFE or any other document found on our website.


NDRC SAFE

Dogpatch Labs operates the NDRC Accelerator on behalf of the Department of the Environment, Climate and Communications. This SAFE incorporates a number of requirements needed when investing on behalf of an Irish Government entity. The NDRC SAFE document is available for download below.

Requirements included in the NDRC SAFE:

  • Unapproved Activity

  • Permitted Transfer

  • Tranched Payments

  • Information Rights

Download

  • NDRC SAFE: MFN, Discount, no Valuation Cap, and Side Letter [PDF]


Open Sourced SAFE Instruments

SAFE Instruments

The SAFE instruments included below are open sourced for Founders and Investors in the Irish Startup Ecosystem to use. These instruments exclude any reference to NDRC and associated Government Provisions. 

Download:

  • SAFE: Discount, no Valuation Cap [DOCX] [PDF]

  • SAFE: Valuation Cap, no Discount [Coming soon]


Key Differences with the Y Combinator SAFE

The Y Combinator and our version of the SAFE are similar, with the key differences related to jurisdictions, (US Law vs Irish Law), references to stock vs shares and representations vs warranties and covenants. A high level summary of the differences are included below.

SAFE Instrument Key Differences

YC Headings            Key Differences
 
Introduction Modified to reflect Irish jurisdiction
 
Events Added reference to Future SAFEs for clarity (MFN only)
 
Definitions Similar with definitions for Irish entities included
 
Company Representations Renamed to Company Warranties
 
Investor Representations Renamed to Investor Warranties
 
Signature Page Same