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Management Rights Letter: Granting Institutional Investors Oversight Access
When startups take money from venture capital funds subject to ERISA or similar regulations, those funds need a special document: the Management Rights Letter (MRL). This short but powerful agreement ensures the investor has sufficient rights to “manage” their investment, helping them comply with legal requirements.
Indemnification Agreement: Personal Protection for Startup Directors and Officers
When startup leaders make tough calls - hiring, spending, pivoting - they expose themselves to personal liability. The Indemnification Agreement serves as a legal shield, protecting directors and officers against lawsuits, claims, and costs incurred while serving the company.
ROFR and Co-Sale Agreement: Managing Share Transfers While Preserving Cap Table Control
In venture-backed startups, control of the cap table is critical. The Right of First Refusal and Co-Sale Agreement (ROFR/Co-Sale) helps founders and investors maintain that control by regulating how shares are transferred - particularly when founders, early employees, or other major holders want to sell.
Voting Agreement: Aligning Shareholder Power in Key Company Decisions
While founders often assume they’ll control their company post-funding, the Voting Agreement tells a more nuanced story. This document outlines how shareholders agree to vote their shares on critical company matters, including board elections and future financing approvals.
FAQs
Open allDo small startups need to comply with privacy laws like GDPR or CCPA?
Yes. If you collect data from EU or California residents, you’re subject to their rules—even as a small or pre-revenue startup.
Should a pre-revenue startup worry about GDPR?
Yes. Early compliance avoids costly fixes later and signals professionalism to investors and customers.
Do I need user consent for everything?
Not always. You can rely on other legal bases like contracts or legitimate interest. But consent is required for marketing emails and cookies.
What’s the penalty for non-compliance?
Fines can reach up to €20 million or 4% of annual global revenue, whichever is higher. Even small startups have been fined for violations.
Does GDPR apply if my startup isn’t in Europe?
Yes. If you have users in the EU or monitor EU residents online, GDPR applies regardless of where your company is based.
What’s the most common mistake startups make with trade secrets?
Failing to use written agreements. Without NDAs and IP assignments, contractors or employees may legally claim ownership of information you thought was protected.
Can employees take knowledge from one startup to another?
General skills and experience can move with an employee. But specific confidential information, such as code, strategies, or customer lists, is protected and cannot legally be taken.
What’s the difference between a trade secret and a patent?
Patents require public disclosure and registration, granting exclusive rights for a limited time. Trade secrets remain private and last indefinitely - as long as secrecy is maintained.
Do trade secrets need to be registered?
No. Unlike patents or trademarks, trade secrets are protected automatically if they meet legal requirements and you take reasonable steps to safeguard them.
Should startups focus on trademarks, copyrights, or patents first?
It depends on your business. Most startups should prioritize trademarks for brand protection and copyrights for code and content. Patents make sense if you’ve built a unique, defensible innovation.
What happens if I don’t have an IP assignment from a freelancer or contractor?
They may own the copyright or patent rights to what they create, even if you paid for it. Always require a signed assignment agreement.
Can I patent software?
Sometimes. Pure software code is protected by copyright, but certain software-related inventions (like unique algorithms or processes) may qualify for patents if they meet patent standards.
Do I need to register a trademark or copyright to be protected?
No. Trademarks gain limited protection through use, and copyrights exist automatically upon creation. But registration strengthens your rights and makes enforcement much easier.
Should contractors also sign non-solicitation clauses?
Yes. Contractors often have access to sensitive information and customer relationships, so including a non-solicit in contractor agreements is recommended.
What’s the difference between a non-solicit and a non-compete?
A non-solicit limits poaching of employees or customers, while a non-compete prevents someone from working for a competitor. Courts generally view non-solicits as more reasonable.