A new legal briefing from Kelman Law’s Law and Ledger series highlights how token projects frequently sign market‑making agreements without fully understanding the obligations they create. The guidance, published on Bitcoin.com News on November 8, 2026, outlines the clauses that should receive the same scrutiny as headline fees, especially when a market maker receives a token loan and an option to purchase part of the allocation in exchange for liquidity support.

Define the Token Loan and Purchase Rights

According to the briefing, projects must first identify the legal entities that will provide the tokens, perform the market‑making services, and owe repayment. The agreement should clarify whether the tokens are being loaned, sold outright, or held for trading on the project’s behalf. It should also spell out the quantity, exercise price, expiration, notice procedure and settlement currency of any purchase option. The article cites a hypothetical scenario where a market maker receives a loan of one million tokens with an option to buy them at $0.50 each, potentially allowing the maker to acquire assets worth $2 million for $500,000 if the token price rises. Projects are urged to model such outcomes before signing.

Translate “Maintain Liquidity” Into Measurable Service Obligations

The briefing warns that vague language such as “maintain liquidity” leaves room for disagreement. Kelman Law recommends specifying approved exchanges, trading pairs, inventory allocation and concrete performance metrics—maximum quoted spreads, minimum order‑book depth within defined price bands, and the percentage of time qualifying quotes must be available. The contract should define the reference price, measurement intervals, data sources and exceptions for exchange outages, thereby turning a general promise into enforceable service obligations.

Require Detailed Reporting, Compliance Safeguards and Conflict Management

A dashboard that only shows aggregate volume is insufficient, the report says. Projects should demand reporting that reconciles opening and closing token and cash balances, trades, transfers, fees, rebates, inventory at each venue, outstanding loans and permitted hedges. Reporting frequency, format and post‑termination access must be set out. The briefing also stresses the need for compliance warranties that prohibit manipulative trading, wash trades or deceptive orders—citing the Department of Justice’s recent conviction of MyTrade’s founder for market‑manipulation. Finally, contracts should disclose any material conflicts, limit exclusivity clauses and protect confidential information about listings, token unlocks and treasury movements.