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Insights

EINs

An Employer Identification Number (EIN) is a federal tax identifier issued by the IRS. Every new business needs an EIN to operate legally and establish financial credibility. This guide explains why EINs matter, how to apply, and what to prepare before starting the process.

Typical C-Corp Startup Incorporation Documents

Incorporating your startup is an important milestone, but it is only the first step toward building a fully functional company. After incorporation, several legal documents and governance measures are required to establish structure, protect intellectual property, and prepare for growth.

Where Should I Incorporate My Startup?

The state of incorporation is a critical decision that can significantly impact your startup's legal, financial, and operational landscape. This memo provides guidance on selecting the most appropriate jurisdiction for your business.

When Should I Incorporate My Startup?

When launching a new venture, one of the most critical decisions entrepreneurs face is determining the appropriate time to incorporate. This memo outlines key milestones that signal it's time to form a legal business entity.

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

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

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

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

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

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

Yes, but only if termination rights are included. Contracts should cover notice periods, treatment of unsold inventory, and customer transition plans.

They should state that your startup retains ownership of all IP, while the distributor only gets limited rights to sell your product.

Exclusivity can motivate strong performance but is risky if the distributor underdelivers. Consider tying exclusivity to sales targets.

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.

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.

Include strict IP ownership and confidentiality clauses, use dual-language contracts, and consider arbitration in neutral jurisdictions to enforce rights.

Your agreement should outline inspection rights, rejection procedures, and remedies such as refunds, replacements, or penalties.

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.

They protect your startup from disputes over scope, missed deadlines, unexpected costs, confidentiality breaches, and liability for vendor mistakes.

In most cases, your startup should own the IP produced under the contract. Otherwise, you may only receive a license, limiting your rights.

You can, but vendor-provided contracts usually favor their interests. It’s important to review and negotiate terms that protect your business.

They are often used interchangeably. Both define the terms under which a third party provides goods or services to your startup.

Covered Entities can terminate the agreement, and regulators can impose significant fines for HIPAA violations. Startups risk both legal penalties and reputational damage.

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.

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