Klaviyo, Inc. Sample Contracts
Klaviyo, Inc. Series A Common Stock, $0.001 par value per share Underwriting AgreementUnderwriting Agreement • May 16th, 2025 • Klaviyo, Inc. • Services-prepackaged software
The stockholder named in Schedule I hereto (the “Selling Stockholder”) of Klaviyo, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule II hereto (the “Underwriters”), for which Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives”), an aggregate of 10,969,078 shares (the “Shares”) of Series A common stock, par value $0.001 per share (“Stock”), of the Company.
KLAVIYO, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 25th, 2023 • Klaviyo, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________________] by and between Klaviyo, Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”).
Klaviyo, Inc. Series A Common Stock, $0.001 par value per share Underwriting AgreementUnderwriting Agreement • September 11th, 2023 • Klaviyo, Inc. • Services-prepackaged software
Klaviyo, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [] shares of Series A common stock, par value $0.001 per share (“Stock”), of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [] shares of Stock and, at the election of the Underwriters, up to [] additional shares of Stock. The aggregate of [] shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [] additional shares of Stock to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section
WARRANT AGREEMENTWarrant Agreement • August 25th, 2023 • Klaviyo, Inc. • Services-prepackaged software • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • August 25th, 2023 • Klaviyo, Inc. • Services-prepackaged software • Texas
This Employment Agreement (this “Agreement”) is made between Klaviyo, Inc., a Delaware corporation (the “Company”), and Amanda Whalen (the “Executive”) effective as of August 27, 2023 (the “Effective Date”). Subject to Section 10 below, and except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the offer letter between the Executive and the Company dated March 12, 2022 (the “Prior Agreement”), and (ii) any employment agreement or severance agreement or arrangement.
Klaviyo, Inc. Series A Common Stock, $0.001 par value per share Underwriting AgreementUnderwriting Agreement • August 15th, 2025 • Klaviyo, Inc. • Services-prepackaged software
The stockholders named in Schedule I hereto (the “Selling Stockholders”) of Klaviyo, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriter named in Schedule II hereto (the “Underwriter”) an aggregate of 6,500,000 shares (the “Firm Shares”) and, at the election of the Underwriter, up to 975,000 additional shares (the “Optional Shares”) of Series A common stock, par value $0.001 per share (“Stock”), of the Company. The Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 25th, 2023 • Klaviyo, Inc. • Services-prepackaged software • Delaware
This Stock Purchase Agreement (the “Agreement”) is made as of the 24th day of June, 2022, by and among the purchasers listed on Exhibit A attached to this Agreement (the “Purchasers”) and Klaviyo, Inc., a Delaware corporation (the “Company”). The Company and the Purchasers may be referred to herein as the “Parties”.
COLLABORATION AGREEMENTCollaboration Agreement • August 25th, 2023 • Klaviyo, Inc. • Services-prepackaged software • Delaware
THIS COLLABORATION AGREEMENT (the “Agreement”) is effective as of July 28, 2022 (the “Effective Date”), by and between Klaviyo, Inc., a Delaware corporation (“Klaviyo”), and Shopify Inc., a Canadian corporation (“Shopify Inc.”), Shopify International Limited, a private company incorporated in Ireland (“Shopify Ireland”) and Shopify Commerce Singapore PTE. LTD., a private company limited by shares incorporated in Singapore (“Shopify Singapore” and collectively with Shopify Inc. and Shopify Ireland, “Shopify”). Klaviyo and Shopify are referred to herein individually as a “Party” or together as the “Parties”.
TRANSITION AGREEMENTTransition Agreement • August 25th, 2023 • Klaviyo, Inc. • Services-prepackaged software • California
The parties acknowledge and agree that there is good, valuable and sufficient consideration for this Agreement, including but not limited to the mutual promises and obligations set forth below.
Revenue Sharing AgreementRevenue Sharing Agreement • August 25th, 2023 • Klaviyo, Inc. • Services-prepackaged software
This Revenue Sharing Agreement (“RSA”) effective as of July 28, 2022 (the “RSA Effective Date”) and is made between Shopify Inc., with an address at [***] (“Shopify”) and Klaviyo, Inc., with an address at 125 Summer Street, Floor 6, Boston, MA 02110, United States (“Partner” or “Klaviyo”). Shopify and Klaviyo are referred to individually as a “Party”, and collectively as the “Parties”.
KLAVIYO, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 25th, 2023 • Klaviyo, Inc. • Services-prepackaged software • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 10th day of May, 2021, by and among Klaviyo, Inc., a Delaware corporation (the “Company”), and each holder of capital stock of the Company listed on Schedule A hereto (such parties, together with any other stockholders of the Company who become parties hereto as “Investors” pursuant to Subsection 6.1 or 6.9 below, the “Investors”).
125 SUMMER STREET BOSTON, MA OFFICE LEASE AGREEMENT BETWEEN OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company, AS LANDLORD AND KLAVIYO, INC., a Delaware corporation, AS TENANTOffice Lease Agreement • August 25th, 2023 • Klaviyo, Inc. • Services-prepackaged software • Massachusetts
This Office Lease Agreement (this “Lease”) is made and entered into as of August 9th, 2019 (the “Effective Date”), by and between OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and KLAVIYO, INC., a Delaware corporation (“Tenant”).
Re: Transition and Separation Agreement Dear Steve:Separation Agreement • August 5th, 2025 • Klaviyo, Inc. • Services-prepackaged software • Massachusetts
The purpose of this letter agreement is to confirm the terms of your transition and separation from Klaviyo, Inc. (together with its parent, subsidiaries and controlled affiliated companies, “we” or “Klaviyo”). We truly appreciate your contributions to Klaviyo and would like to make this transition as smooth as possible.
ContractSecond Amendment to Lease • February 19th, 2025 • Klaviyo, Inc. • Services-prepackaged software • Massachusetts
THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is made as of June 30, 2022 (the “Effective Date”) by and between OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and KLAVIYO, INC., a Delaware corporation (“Tenant”).
ContractEmployee Assignment Agreement • November 5th, 2025 • Klaviyo, Inc. • Services-prepackaged software
CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL.
Employment AgreementEmployment Agreement • November 5th, 2025 • Klaviyo, Inc. • Services-prepackaged software
CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL.Third Amendment to Lease • February 19th, 2025 • Klaviyo, Inc. • Services-prepackaged software • Massachusetts
THIS THIRD AMENDMENT TO LEASE (“Third Amendment”) is made as of January 31, 2025 (the “Effective Date”) by and between OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and KLAVIYO, INC., a Delaware corporation (“Tenant”).
Dated 29 August 2025 KLAVIYO LTD and LUCIANO FERNÁNDEZ GOMEZ SERVICE AGREEMENTService Agreement • August 29th, 2025 • Klaviyo, Inc. • Services-prepackaged software
Variable Compensation AgreementVariable Compensation Agreement • December 9th, 2025 • Klaviyo, Inc. • Services-prepackaged software
Employment AgreementEmployment Agreement • December 9th, 2025 • Klaviyo, Inc. • Services-prepackaged software
MASTER SERVICES AGREEMENTMaster Services Agreement • November 5th, 2025 • Klaviyo, Inc. • Services-prepackaged software • New York
This Master Services Agreement (“Agreement”) is entered into and effective as of September 10, 2020 between Velocity Global, LLC, a Colorado limited liability company, located at 3858 Walnut Street, Suite 107, Denver, CO 80205 (“Velocity Global”), and Klaviyo, Inc. (“Client”), a Delaware corporation located at 125 Summer Street, Boston, MA 02111, United States. Velocity Global and Client may be hereinafter collectively referred to as the “Parties” and individually as a “Party.”
Re: Consulting AgreementConsulting Agreement • May 5th, 2026 • Klaviyo, Inc. • Services-prepackaged software
This letter agreement (this “Agreement”) sets forth the terms and conditions whereby you agree to provide certain services in the future to Klaviyo, Inc., a Delaware corporation (the “Company”) as an independent contractor. This Agreement will become effective on the date it has been signed by both Parties (the "Effective Date").
EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2026 • Klaviyo, Inc. • Services-prepackaged software • California
This Employment Agreement (“Agreement”) is made between Klaviyo, Inc., a Delaware corporation (the “Company”), and Carmel Galvin (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2026 • Klaviyo, Inc. • Services-prepackaged software • Massachusetts
This Employment Agreement (“Agreement”) is made between Klaviyo, Inc., a Delaware corporation (the “Company”), and Erica Smith (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2024 • Klaviyo, Inc. • Services-prepackaged software • Georgia
This Employment Agreement (this “Agreement”) is made between Klaviyo, Inc., a Delaware corporation (the “Company”), and Steve Rowland (the “Executive”) effective as of August 27, 2023 (the “Effective Date”). Subject to Section 10 below, and except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the offer letter between the Executive and the Company dated May 4, 2023 (the “Prior Agreement”), and (ii) any employment agreement or severance agreement or arrangement.