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Insights

Investor Rights Agreement: The Post-Investment Playbook for Governance and Growth

Once a startup closes a priced equity round, investors want more than just shares - they want visibility, influence, and information.

Stock Purchase Agreement (SPA): The Core Deal Document That Governs Startup Fundraising Transactions

When startups raise a priced equity financing - often at the seed or Series A stage - the Stock Purchase Agreement (SPA) becomes the central contract that governs the investment

Valuation Caps in Convertible Instruments: Anchoring Investor Economics in Early-Stage Rounds

Early-stage startups often raise capital through convertible instruments like SAFEs or convertible notes - structures designed to delay valuation discussions until a priced equity round.

Right of First Refusal (ROFR): A Critical Tool for Ownership Control in Private Companies

As startups grow and equity stakes shift, controlling who owns shares becomes increasingly important. One of the most effective tools for managing this is the Right of First Refusal (ROFR).

Contracts

Is an MOU legally binding?

Most MOUs are not legally binding, but they can include binding provisions if clearly stated, such as confidentiality or exclusivity.

Contracts

What’s the biggest risk in signing an LOI?

Overcommitting - such as granting long exclusivity or including too much detail - can lock you into unfavorable terms before negotiations are complete.

Contracts

Can you walk away from an LOI?

Yes, unless you are bound by specific provisions. However, backing out without good reason may damage future relationships.

Contracts

Why do investors and buyers use LOIs?

LOIs outline deal terms upfront, giving both sides confidence before investing in due diligence and full contract drafting.

Contracts

Is a Letter of Intent legally binding?

Most of an LOI is non-binding, but certain provisions like confidentiality and exclusivity are enforceable.

Contracts

Why do SaaS startups need a Data Processing Addendum (DPA)?

If you handle personal data, a DPA ensures compliance with GDPR, CCPA, and similar laws. Many enterprise clients require it before signing.

Contracts

Who owns the customer data in a SaaS Agreement?

Usually the customer, though the provider may retain limited rights to use the data for service delivery, analytics, or improvements.

Contracts

Do SaaS Agreements need Service Level Agreements (SLAs)?

Yes, especially in B2B deals. SLAs provide uptime guarantees and remedies for service failures, which are critical for enterprise customers.

Contracts

What makes a SaaS Agreement different from a software license?

Traditional licenses transfer a copy of the software, while SaaS Agreements grant access to use the software as a service without ownership.

Contracts

Who owns improvements made to licensed IP?

It depends on the agreement. Without clear terms, disputes often arise over whether the licensee or licensor owns enhancements.

Contracts

How are royalties typically structured?

They can be flat fees, per-user charges, or revenue-based percentages. Audit rights are critical to confirm accurate reporting.

Contracts

Should startups offer exclusive licenses?

Exclusivity can motivate partners but carries risk. If granted, tie exclusivity to performance obligations like sales targets or minimum royalties.

Contracts

What’s the difference between licensing and selling IP?

Selling transfers ownership permanently, while licensing allows others to use your IP under defined terms while you retain ownership.

Contracts

Should startups offer exclusive licenses?

Exclusivity can motivate partners but carries risk. If granted, tie exclusivity to performance obligations like sales targets or minimum royalties.

Contracts

What’s the difference between licensing and selling IP?

Selling transfers ownership permanently, while licensing allows others to use your IP under defined terms while you retain ownership.

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