Our Contracts Services
Protect your business with airtight contracts. From SAFEs and convertible notes to term sheets and venture financing rounds, we guide you through drafting, reviewing, and negotiating agreements that safeguard ownership, align with investors, and support your growth.
Contract Review
Understand what you're signing—clearly, confidently, and without surprises.
Not every contract needs redlining/negotiation, but every contract needs clarity. Our Contract Review service provides a precise, business-oriented analysis of your agreement so you understand the legal and practical implications before you commit. We help you spot risks, identify obligations, and evaluate whether the terms align with your goals—without engaging in redlines or counterparty negotiations.
This service is ideal when you want informed guidance and strategic perspective, but do not yet need revisions drafted or negotiation support.
Scope of Work
- Review contract provided by Client to identify key terms, risk areas, and operational obligations
- Prepare written or verbal feedback summarizing material issues, recommended adjustments, and strategic considerations
- Conduct consultation with Client via phone/email to walk through risks, business alignment, and potential negotiation points
- Provide high-level guidance on next steps, including whether contract redlining or negotiation is advisable
VirtualCounsel, PC (i.e., @VirtualCounsel) is a virtual law firm headquartered in San Diego, CA. We are progressive corporate attorneys. We are a startup ourselves, and we built our law firm to serve startups in the way that we believe a professional service provider should serve their clients.
You have on-demand access to your attorney POC and the entire team via scheduled phone/video consultations, email, and Slack messages.
Contract Redline / Negotiation
Protect your interests with precise revisions and strategic negotiation.
When a contract requires more than a read-through—when terms need to be adjusted, strengthened, or renegotiated—our Contract Redline / Negotiation service provides hands-on legal drafting and strategic support. We revise the agreement directly, identify and resolve risk areas, and help you secure terms that align with your business goals and risk tolerance.
This service is ideal when you want both clarity and action: a marked-up, negotiation-ready contract that reflects your preferred terms and positions.
Scope of Work
- Review contract provided by Client to identify risk areas, recommended revisions, and strategic issues
- Draft redlines and revisions to strengthen protections, clarify obligations, and align terms with Client objectives
- Conduct consultation with Client via phone/email to discuss material terms, risk allocation, negotiation strategy, and deal dynamics
- Negotiate with counterparty counsel or representatives, or equip Client with negotiation-ready redlines and positions
- Finalize contract for execution and circulation for e-signature, ensuring a clean closing package
Key protections include representations and warranties, indemnification caps and baskets, survival periods, escrow or holdback amounts, earn-outs, and carveouts (e.g. for tax, IP, regulatory matters).
You have on-demand access to your attorney POC and the entire team via scheduled phone/video consultations, email, and Slack messages.
Disclosure Language
Communicate sensitive or required information clearly, accurately, and with legal protection.
We prepare customized disclosure language for use in contracts, investor materials, or public-facing communications. This service ensures that key information is disclosed appropriately—protecting your business while meeting compliance and transparency requirements.
Scope of Work
- Draft disclosure language tailored to Client’s purpose (e.g., investor materials, marketing collateral, policy statements, or client communications)
- Consultation with Client via phone/email to analyze disclosure context, risk exposure, and messaging alignment
- Finalize disclosure language for inclusion in documents, agreements, or public materials
Templates are a useful starting point, but rarely sufficient on their own. Every deal has unique elements - scope, payment, IP, liability - that need tailoring. Using a template without legal review risks leaving out critical protections or including terms that don’t fit your situation.
Key protections include representations and warranties, indemnification caps and baskets, survival periods, escrow or holdback amounts, earn-outs, and carveouts (e.g. for tax, IP, regulatory matters).
Alternative / Miscellaneous Agreements
Handle unique legal needs with customized agreements designed for flexibility and protection.
We prepare tailored agreements for specialized business needs such as Waiver and Release Agreements, Business Associate Agreements (BAAs), and other agreements not covered by our other services. This service ensures that one-off or industry-specific contracts are properly structured, compliant, and ready for implementation.
Scope of Work
- Draft specialized agreement tailored to Client’s specific purpose (e.g., Waiver, BAA, etc.)
- Consultation with Client via phone/email to address relevant business goals, compliance requirements, and practical use scenarios
- Finalize agreement for execution and immediate implementation
At a minimum, most startups need:
- NDAs for protecting confidential information.
- Employment/contractor agreements with IP assignment clauses.
- Customer contracts (sales, SaaS, or licensing).
Terms of Service and Privacy Policy for digital products. Additional contracts like MSAs, vendor agreements, and partnership agreements become essential as the company grows.
Templates are a useful starting point, but rarely sufficient on their own. Every deal has unique elements - scope, payment, IP, liability - that need tailoring. Using a template without legal review risks leaving out critical protections or including terms that don’t fit your situation.
Yes. Trust is important, but contracts provide clarity and prevent misunderstandings. Even well-intentioned partners can recall terms differently months later. A contract protects both sides and preserves the relationship by setting expectations upfront.
Service / Vendor Agreement
Protect your service relationships with clear, enforceable agreements that define expectations and deliverables.
We prepare tailored service or vendor agreements that outline project scope, deliverables, payment terms, and ownership rights—ensuring your business relationships operate smoothly and without ambiguity. Ideal for client engagements, vendor partnerships, or third-party service providers, this service helps you document work and mitigate risk with confidence.
Scope of Work
- Draft Service or Vendor Agreement tailored to Client’s operations, industry, and engagement type
- Consultation with Client via phone/email to address relevant scope, deliverables, and ownership considerations
- Review and revise to ensure clarity around payment terms, performance obligations, and termination rights
- Finalize Agreement for execution and circulation for e-signature
They are often used interchangeably. Both define the terms under which a third party provides goods or services to your startup.
They protect your startup from disputes over scope, missed deadlines, unexpected costs, confidentiality breaches, and liability for vendor mistakes.
You can, but vendor-provided contracts usually favor their interests. It’s important to review and negotiate terms that protect your business.
Master Services Agreement / Statement of Work (MSA / SOW)
Streamline recurring engagements with clear, consistent client and vendor documentation.
We draft comprehensive MSAs/SOWs that define the terms of ongoing service relationships and individual project deliverables. Common use cases include SaaS and technology services, professional consulting, and vendor engagements where work is performed over time or under multiple projects. This service ensures clarity, consistency, and enforceability across your business relationships.
Scope of Work
- Draft MSA / SOW templates tailored to Client’s business model and recurring engagement structure
- Consultation with Client via phone/email to address relevant scope, deliverables, service levels, and termination scenarios
- Review and revise drafts to align with Client’s operations and customer relationships
- Finalize agreements for execution and circulation for e-signature
An MSA sets the overall legal terms of the relationship, while an SOW outlines the specifics of an individual project.
These agreements clearly define who owns the work product, whether ownership transfers to the customer, or if your startup retains certain rights. This clarity helps prevent disputes later.
Not always, but if you plan to work with a customer or vendor on more than one project, an MSA saves significant time and prevents repeated negotiation.
Commercial Agreement
Negotiate and execute complex commercial relationships with clarity and control.
We draft, review, and negotiate customized commercial agreements designed for recurring or high-value business transactions. This service covers agreements such as SaaS subscriptions, distribution, manufacturing, licensing, and partnership arrangements—ensuring your deals are structured efficiently, compliant with applicable laws, and aligned with your company’s strategic objectives.
Scope of Work
- Draft Commercial Agreement tailored to Client’s transaction type, structure, and industry
- Consultation with Client via phone/email to address relevant deal terms, risk allocation, and closing mechanics
- Review, redline, and revise to ensure clarity and compliance across all material terms
- Finalize Agreement for execution and circulation for e-signature
Templates are a good starting point, but every deal has unique risks. Having counsel customize terms ensures your startup is protected.
Focus on intellectual property rights, payment terms, liability limits, and termination clauses, as these areas create the most potential risk.
Terms of Service / Privacy Policy / Disclaimers
Protect your platform and users with tailored, compliant online policies.
We draft customized Terms of Service, Privacy Policy, and related website terms such as Cookies Policy and disclaimers—each built around your unique product design, data practices, and payment flows. This service ensures your online presence is transparent, compliant, and aligned with the way your business actually operates.
Scope of Work
- Consultation with Client via phone/email to analyze platform structure, user experience, flow of data, and flow of money to identify key compliance and risk considerations
- Draft Terms of Service, Privacy Policy, and supporting web terms (Cookies Policy, Disclaimers, etc.)
- Review and revise with Client to ensure alignment with product functionality and business objectives
- Finalize all policies for publication and implementation
Your ToS governs user behavior and platform rules, while your Privacy Policy explains how you collect and use data. Both are essential for compliance and trust.
Be transparent, respond quickly to user requests, and show that you protect data. Investors and customers reward startups that treat privacy as a priority, not an afterthought.
Yes - if properly drafted and accepted (usually through clickwrap), TOS create an enforceable contract between you and your users.
Our Contracts Offerings Guide
What our clients are saying
“@VC came in at a really critical time.
They actually ended up serving as a role of sales enablement by being a partner that can react quickly and get us the right kind of agreements in place with big enterprises.”
“@VC came in at a really critical time.
They actually ended up serving as a role of sales enablement by being a partner that can react quickly and get us the right kind of agreements in place with big enterprises.”
Bench Talent Cloud needed a legal partner that could keep up with its pivots, product advancements, and enterprise deal flow without slowing the business down. @VirtualCounsel stepped in as fractional General Counsel, handling SaaS agreements, MSA/SOWs, fundraising, cap table management, and even enabling enterprise sales by getting the right agreements in place fast.
@VC also represented Fulcrum Workforce Solutions (our original client) through a strategic merger with Open Assembly to create the technological powerhouse that is Bench Talent Cloud. Today, Bench has a seasoned legal team in its corner and a business that continues to grow.
"I actually ENJOY talking with my legal team! They do everything so fast. The communication is so fast, you’re not calling a secretary, you’re not waiting. It’s all online where you can chat very very quickly with @VirtualCounsel in Slack and get your questions answered and then, if needed, you can hop on a quick call with them and go over what you actually need to do.”
"I like that Daniel's team kept reminding me to attend to the foundational signatures required to keep the process moving. As a founder, I'm constantly getting my attention pulled away from the priorities -- and getting this corporation formed and initial stock allocated, was a priority (that I was inclined to drag my feet on)."
"I think the most important thing is that I felt like I had counsel. I had someone that I could rely on regularly, whenever I had a concern. They mapped out everything I needed to do for the weeks and months ahead in order to keep my company compliant, stable, and secure so that I had the space to go out and do my work and do my business."
“We're a tech startup, so we don't have the luxury of finding out what we owe in legal fees at the end of the month based on an email or phone call we didn't know about. So having a consistent retainer that we can really trust in, depend on, and make budgeting decisions based off of is huge. I honestly have had the best experience working with @VirtualCounsel. Not just the predictability of payments, but more so the level of service has been above and beyond any service-based company I have ever worked with. "
“With any other legal team, I’ve already had the experience that it’s going to be more expensive, more difficult, and just cause me heartache. Working with @VirtualCounsel is a HUGE difference – I tell everyone I can about how great @VirtualCounsel is, and I recommend them to anyone with a start-up or growing business. They've helped me with almost every single legal aspect of my business you can think of."
“We’re really grateful that @VirtualCounsel has been alongside us for our whole journey. Scrapping together legal documents is a bad idea, so we’re really glad we’ve had @VirtualCounsel from the beginning because those early decisions are impacting things we’re dealing with today and we’re really glad we had the whole professional structure set up.”
Digital is our default
FAQs
Contracts should be revisited whenever your business model, regulations, or relationships change. As a rule of thumb, review key agreements annually. For privacy policies and TOS, updates may be required more frequently to stay compliant with evolving laws like GDPR and CCPA.
At a minimum, most startups need:
- NDAs for protecting confidential information.
- Employment/contractor agreements with IP assignment clauses.
- Customer contracts (sales, SaaS, or licensing).
Terms of Service and Privacy Policy for digital products. Additional contracts like MSAs, vendor agreements, and partnership agreements become essential as the company grows.
Templates are a useful starting point, but rarely sufficient on their own. Every deal has unique elements - scope, payment, IP, liability - that need tailoring. Using a template without legal review risks leaving out critical protections or including terms that don’t fit your situation.
Yes. Trust is important, but contracts provide clarity and prevent misunderstandings. Even well-intentioned partners can recall terms differently months later. A contract protects both sides and preserves the relationship by setting expectations upfront.
A Terms of Service sets rules for using your platform, while a Privacy Policy explains how you handle personal data. Both are critical for compliance and user trust.
You risk fines under laws like GDPR and CCPA, removal from app stores, and loss of user trust.
At least once a year, or whenever you change your data practices, adopt new tools, or when laws change.
Yes. If you collect any personal data - emails, IP addresses, or cookies - you need one. Most app stores and ad networks also require it.
Templates are a starting point, but your TOS should be customized to your business model, user base, and compliance obligations.
Yes. Any business with a website, app, or platform should have TOS to set user expectations and limit liability.
Most startups use generic templates that don't protect them.
You're signing agreements with customers, vendors, and partners without understanding the risks.
You're wasting time negotiating terms you don't fully understand or waiting days for legal review.
You're exposed to liability because your contracts don't reflect your actual business relationships.
We get it, which is why we make contract management fast and bulletproof.
Your Contracts Advantage
Ironclad Agreements
Negotiation Power
Future-Proof Protection
Contracts That Work for You
Work with our contract experts to draft, review, and negotiate agreements that protect your business at every stage. From vendor deals and MSAs to term sheets and privacy policies, we’ll ensure your documents are clear, compliant, and built to support your growth.