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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 allCan distribution agreements be terminated early?
Yes, but only if termination rights are included. Contracts should cover notice periods, treatment of unsold inventory, and customer transition plans.
How do distribution agreements handle intellectual property?
They should state that your startup retains ownership of all IP, while the distributor only gets limited rights to sell your product.
Should startups grant exclusivity to distributors?
Exclusivity can motivate strong performance but is risky if the distributor underdelivers. Consider tying exclusivity to sales targets.
What’s the difference between a reseller agreement and a distribution agreement?
A reseller agreement usually involves buying and reselling at a markup, while a distribution agreement often grants broader rights to market, sell, and support products in a defined territory.
Can I switch manufacturers if I’m unhappy with the current one?
Yes, but only if your agreement allows it. Ensure your contract includes termination rights and addresses ownership of tooling and designs so you can move production.
How can startups protect their IP when working with manufacturers abroad?
Include strict IP ownership and confidentiality clauses, use dual-language contracts, and consider arbitration in neutral jurisdictions to enforce rights.
What happens if a manufacturer delivers defective goods?
Your agreement should outline inspection rights, rejection procedures, and remedies such as refunds, replacements, or penalties.
Why do startups need manufacturing agreements?
They protect your startup by setting clear standards for quality, ownership, liability, and delivery. Without one, you risk disputes, defects, and loss of control over your product.
What risks do vendor agreements help reduce?
They protect your startup from disputes over scope, missed deadlines, unexpected costs, confidentiality breaches, and liability for vendor mistakes.
Who should own the intellectual property created by a vendor?
In most cases, your startup should own the IP produced under the contract. Otherwise, you may only receive a license, limiting your rights.
Can I just use the vendor’s standard contract?
You can, but vendor-provided contracts usually favor their interests. It’s important to review and negotiate terms that protect your business.
What happens if we violate a BAA?
Covered Entities can terminate the agreement, and regulators can impose significant fines for HIPAA violations. Startups risk both legal penalties and reputational damage.
Do subcontractors also need BAAs?
Yes. If you use vendors like cloud hosts, analytics firms, or development shops that access PHI, they may need Sub-BAAs to flow down HIPAA obligations.
Does signing a BAA make my startup HIPAA-compliant?
No. A BAA is only part of compliance. You must also implement security, privacy, and breach response programs that meet HIPAA standards.
Who needs a Business Associate Agreement?
Any business that handles Protected Health Information (PHI) on behalf of a healthcare provider, insurer, or related entity is required to have a BAA.