A Dedicated Legal Team at Your Fingertips
Get your legal questions answered by real humans, anytime.
Protect your quickly growing business and get ahead of your legal needs.
Scale your business and team with daily support from your legal team.
Stay ahead of your legal needs with daily support from your Fractional General Counsel (GC)
Get your legal questions answered by real humans, anytime
Protect your quickly growing business and get ahead of your legal needs
Scale your business and team with daily support from your legal team
Stay ahead of your legal needs with daily support from your Fractional General Counsel (GC)
Simple review of documents/ emails, E.g., NDAs, contracts under 8 pages, etc.
Day-to-day review, revision, drafting, questions, advice, etc., e.g.:
- NDAs
- B2B contracts
- Vendor agreements
- Terms of Service/Privacy Policy
- Licensing agreements
- Partnership agreements
- MSA/SOW's
- Sales agreements, etc.
Audit of Client's existing employment practice/procedure, including:
- Offer Letter, Employee Handbook
- Severance Policy
- Employment/ Contractor/ Severance Agreements
- Draft/Revise agreements/policies
- Implement SOP for Client
- Provide on-going hiring/firing communication, documentation, and execution based on new procedures.
3 Routine Projects/
quarter are included in
this tier. No Complex
Projects are included.
3 Routine or Complex
Projects/quarter are
included in this tier.
6 Routine or Complex
Projects/quarter are
included in this tier.
An Attorney-Supervised
Law Clerk will be your
dedicated point of contact.
An Associate Attorney
will be your dedicated
point of contact.
An Associate Attorney
will be your dedicated
point of contact.
A Senior Attorney will be
your dedicated point of
contact.
Ties into Corporate Governance
and Employment Compliance, e.g.:
- Cap table setup and management
(Carta/Pulley) - Founder/executive stock purchase
agreements - Advisor/employee option grants
- Equity Incentive Plan
- 409A consultation
- 83(b) consultation
- SAFEs, Convertible Notes
- Collaboration with @VC partner
referrals (Accounting, CPA, etc.) - Dispute mitigation
- Counsel re: dispute mitigation
- Draft/response to Cease & Desist
- Communication with aggrieved
third parties, creditors, collectors, opposing counsel, etc. - Dispute resolution
E.g.:
- Corporate structure issues
- Corporate compliance issues
- Foundational documents
- Board consents/resolutions
- Shareholder consents/resolutions
- Comprehensive company audit to
find weak points
Industry-specific research and
advice, e.g.:
- Branding/marketing guidance
- GDPR/CCPA regulations
- HIPAA guidance
- FDA oversight
- FTC advertising standards
- International operations, etc.
3 Routine or Complex
Projects/quarter are
included in this tier.
6 Routine or Complex
Projects/quarter are
included in this tier.
Pricing Disclaimers & Footnotes.
The pricing outlined above is based on a monthly billing cycle and requires a minimum quarterly contract commitment. Clients are billed on a quarterly basis for the services provided during the preceding months.
* Annual Pricing Discount:
For clients seeking a long-term commitment, we offer an annual pricing option with a 20% discount. This discounted rate is applicable when the full annual fee is paid in advance at the beginning of the contract term. Please note that all pricing is subject to our terms and conditions. Feel free to contact us for further details or customization of services to meet your specific needs.
** Custom Add-Ons ("A la carte" Projects):
Should your business require additional services beyond the subscription, you have the flexibility to include these services as needed. These "A la carte" projects are available at an extra cost in addition to your monthly subscription. Starting at $3,000, these projects can be seamlessly integrated into your subscription to meet evolving needs and challenges.
Special Discounts for A La Carte Projects:
- Clients subscribed to @VC Lite enjoy a 10% discount on all "A la carte" items.
- Clients subscribed to @VC Startup enjoy a 15% discount on all "A la carte" items.
- Clients subscribed to @VC Growth & @VC Fractional enjoy a 20% discount on "A la carte" project
Exception: Corporate Transactions and Capital Fundraising are not available under our a la carte pricing. Please note that the pricing for these specialized services is determined through case-by-case negotiations.
Feel free to get in touch with us for more information regarding our "A la carte" options, and to explore how they can complement your subscription package.
@VirtualCounsel reserves the right to make changes to these terms.
Our flat fee services
What our clients are saying
Superluminal Systems is currently developing several confidential projects that intend to support a global social operating system using fractal cryptocurrency transactions and ownership.
Superluminal Systems relies on @VirtualCounsel as fractional General Counsel to navigate the various complex corporate, SEC, and regulatory obstacles it faces as it takes on massive and novel initiatives in the social media and cryptocurrency spaces. We have collaborated together on countless projects including: fundraising efforts, cap table management; joint venture agreements; MSA/SOW, licensing agreements, equity compensation, employment matters, etc.
Alex co-founded Logos to revolutionize the way that individuals, coaches, couples, and teams clarify their zones of genius using the world's most revealing psychometric assessment tools available.
Alex has been working with @VirtualCounsel since its inception on Logos, various business projects of his own, and also with his business partners involving corporate formation, ownership, and consulting on key business relationships, and just about any legal or strategic issue that Alex and his team have come across.
NxTSTOP makes functional, sustainable travel apparrel, they're a direct to consumer brand that also works with some of the largest companies in the world.
NxTSTOP and @VirtualCounsel have worked together for years on complex B2B transactions, corporate restructuring, cap table management, fundraising, equity incentive, and employment matters.
Vessel is a completely remote organization with 50+ employees across the US an internationally. To run a large tech organization remotely requires incredibly strong procedures and communication, and Christian has cultivated them from the ground up.
Vessel relies on @VirtualCounsel as fractional General Counsel, and has collaborated together with numerous projects including: fundraising; equity compensation; cap table management; licensing; FDA/regulatory analysis; SaaS agreements; vendor/B2B contract negotiation; hiring/firing; employee severance; dispute mitigation, etc.
James co-founded Amphibian Capital in 2022 to consciously build a community fund to invest in projects designed to usher in the New Earth.
James has been working with @VirtualCounsel since its inception on Amphibian Capital and various business projects involving corporate formation, ownership, and consulting on key business relationships, and just about any legal or strategic issue that James and his team have come across.
Kim is a badass solopreneur. She started her coaching, sound healing, and retreat business by herself from the ground up and has developed a powerful offering for her clients and the world.
Kim is what we like to call a DIY-CEO. In other words, she is highly skilled in most every area of business development, and has the ability to do just about everything herself. However, as she is growing in her role as a CEO and a healer, she now wisely decides to empower others to be in their zones of genius, which is why choosing @VirtualCounsel to handle her business formation was key to her leveling up her business.
Dr. Matt Geller stopped seeing patients so he could focus on filling a need in the optometric space for reliable content and career development for other doctors, and for the eyecare industry as a whole.
Covalent and @VC have collaborated on just about every corporate, business, and strategic project (e.g., equity compensation, cap table management in Carta, M&A, employment, licensing contracts, etc.) since Covalent started with just 3 employees. Now, Covalent has grown to over 40 employees, and @VC operates as fractional General Counsel for Covalent as a true extension of Covalent's team.
Michael has grown from a DIY-CEO to a powerful leader of Motiv Mkth. He realized that his talents as a digital marketer deserve to be enhanced by building a team and a system of delivery around his business.
With growth comes growing pains and Motiv Mktg collaborates with @VirtualCounsel with every one of those pain points including: hiring decisions, strategy decisions; contract negotiation, business development, etc.
Fulcrum relies on @VirtualCounsel as fractional General Counsel and have been collaborating together over several years, product advancements, pivots, fundraising rounds, and overal structural changes during its growth as a software and SaaS company in the workforce efficiency and productivity space. We have worked together on SaaS agreements, licensing agreements, MSA/SOWs with some of the biggest companies in the world, employment matters, cap table management, contract negotiation, etc.
Undaunted is a film and art production company that has a boutique set of clients and projects primarily in Los Angeles, CA.
@VirtualCounsel has supported Undaunted with various projects including: contract negotiation; licensing; disputes; business strategy, etc.
FAQs
How do I get started?
Book your free consultation here now!
How are you different from LegalZoom or BizCounsel?
LegalZoom and BizCounsel have done a great job of providing low costs to its customers - they rely heavily on templates that can be found almost anywhere on the internet and also don’t deep dive into YOU and your business as much as @VirtualCounsel does.
With @VirtualCounsel, you have a dedicated attorney point of contact who develops a deep understanding of your business model, goals, and way of operating - we provide far more than templates. We become true counsel in short order based on the level of involvement we have with you and your business - we balance legal protection with business goals and become strategic advisors more than just lawyers.
How are you different from big law firms?
We are a tight team and like it that way. We have work/life balance ourselves. Names, faces, families, souls. No corporate bureaucracy. Big law firms employ humans too, but they are kind of like a top-down scheme that focuses on demanding work hours from lower-level associates who are incentivized to increase billable hours and not incentivized to increase their or their clients’ success and happiness.
We developed our model so that we can select powerful businesses to align with as our clients and provide true partnership and counsel - our clients’ success and happiness are directly aligned with our success and happiness.
What law firm will provide my legal services?
VirtualCounsel, PC (i.e., @VirtualCounsel) is a virtual law firm, headquartered in San Diego, CA.
@VirtualCounsel™️ is not a law firm. Any legal services will be performed by the law firm VirtualCounsel, PC, a California professional law corporation.
What is @VirtualCounsel?
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.
Do I get a dedicated point of contact?
Yes. At the beginning of a relationship you will have a kick-off call with one of our talented attorneys who will operate as your primary point of contact. Even better, our technology gives our whole firm - all attorneys, legal staff, etc. - visibility into every client’s confidential portal. So you will have a team of bright minds collaborating on the important work for your business - and will always have your primary attorney point of contact running point.
What if something falls outside of the Scope of Work?
We provide representation and advice on the specific legal matters you have hired us for, which means that our work together is limited to the Representation. If a project falls outside of the Scope of Work, we will always discuss the parameters of the work and fees with you before moving forward with it.
Additionally, if your business changes substantially, we will discuss the change in Scope of Work and will agree to a revised fee arrangement. Representation on any future matters will be subject to the terms of this Agreement and any other fee arrangements we may mutually agree upon. The question of whether a matter or issue falls within the scope of this Representation will be handled with common sense, mutual agreement, mutual respect, and fairness to both parties.
What is an A la Carte project?
A la carte projects refer to individual, one-off projects with a specific scope of work. These projects can be carried out for new clients or for current subscription clients when the work falls outside the scope of their subscription. On a case by case basis, we may bill these projects on an hourly basis or as a flat fee.
How will I be charged?
Legal fees are often a hot topic with our clients, so we want to share our philosophy with you.
We prefer to engage in a Flat Fee or @VC Monthly Subscription for legal projects instead of charging by the hour because we plan to become strategic partners with our clients, and we want to help you grow. We have found that engaging in a Flat Fee or @VC Monthly Subscription fosters a better attorney-client relationship.
Because we want you to succeed, we will always treat you with respect and fairness. We never want you to be shocked with a surprise bill. That said, it is not a requirement to engage us through a Flat Fee or @VC Monthly Subscription, as some matters are better suited for hourly billing. If/when hourly billing becomes necessary or preferable from either or both parties’ perspectives, we will discuss it with you in a collaborative forum.
How do Flat Fees work?
Click here to see all of our flat fee services.
For Flat Fee projects, we will send you a fee quote in writing by electronic means, which will specifically describe the parameters of the project. Payments for Flat Fees are required before beginning work and are considered earned when charged and deposited directly into our operating account at that time.
If, after beginning work, the scope of the project expands beyond what was originally anticipated, we will discuss and agree upon an increase in fees.
Our Flat Fees are based on receiving your prompt input and making revisions right away, so Flat Fee projects must be completed within four (4) weeks of beginning the project, or additional fees will be incurred.
To be mutually respectful of both parties’ time, if you engage us for a Flat Fee project, you agree, to the best of your ability, to be timely and descriptive in your communications to allow the applicable member of our team to complete the scope of the project within the four (4) week timeline.
How do Hourly Rates work?
For projects or work product that is billed hourly, the Firm's hourly rates are as follows:
- $675/hour for Transactional, Tax, or Special Counsel, as needed from time to time on special transactional matters;
- $595/hour for Senior Attorneys and/or all securities, transactional, and equity-related legal work;
- $445/hour for Associate Attorneys and/or all other legal work;
- $245/hour for Paralegals and Law Clerks.
Our hourly rates may increase in the future. Any such increase will only occur upon written notice to you. If you decline to pay the increased rates, we will have the right to withdraw as attorney for you if permitted under the Rules of Professional Conduct of the State Bar of California and/or applicable law.
Time is charged in minimum units of tenth-of-an-hour increments (0.1). Time spent on a task will be rounded up to the nearest tenth-of-an-hour. Unless we agree otherwise in writing by electronic means, all work will be billed on an hourly basis.
How do Retainer Deposits work?
For projects that are billed hourly, the Firm requires a minimum retainer deposit or payment method on file. The @VC Billing department will provide the Client with detailed invoices for hourly projects every two weeks, which will become payable within five (5) business days. During that time, please carefully review the detailed invoice and raise any questions or concerns you may have with the @VC Billing department.
Absent any questions or concerns, we will draw down on the retainer deposit to cover the invoice. We will replenish the retainer deposit in equal installments using a payment method on file.
Any funds paid towards retainer deposits will be deposited into our firm's trust account and handled in accordance with our trust accounting policies pursuant to California Rule of Professional Conduct 4-100 and Business and Professions Code §§ 6211-13. In other words, retainer deposits belong to the Client until we invoice. This does not apply to Flat Fees or @VC Monthly Subscription fees, which are considered earned when charged. Unless we agree to a Flat Fee or @VC Monthly Subscription, all work will be billed on an hourly basis.
Are filing fees/expenses included in any of your fee structures?
Our fees DO NOT include third-party charges for postage, filing fees, license fees, application fees, or other charges and fees. Notably, this includes fees associated with forming a corporate entity and/or amending Articles/Certificates of Incorporation or other similar corporate documents and/or filing with governmental authorities. When we pay those fees on your behalf, you will be billed for them at cost.
How can investor relations help with future fundraising?
Investors who feel informed and engaged are more likely to participate in follow-on rounds and make introductions to new investors.
What’s the difference between investor relations and board management?
Investor relations cover all investors, while board management focuses on directors who have governance authority. Both require structured communication.
How often should I send investor updates?
Monthly or quarterly is standard. The key is consistency and clarity.
How do terms like option pools and liquidation preferences affect valuation?
They don’t change the headline valuation but impact founder dilution and investor returns. This makes it critical to understand the full term sheet, not just the valuation number.
What role does traction play in valuation?
Traction is one of the strongest drivers. Revenue, user growth, and customer engagement make valuations more defensible.
Should founders always push for the highest valuation possible?
Not always. An inflated valuation can create problems in later rounds if you can’t meet growth expectations, leading to down rounds.
How do investors decide which valuation method to use?
It depends on your stage. Early-stage investors rely more on methods like Berkus and Scorecard, while later-stage investors lean on DCF and comps.
How do I follow up without being pushy?
Send a thank-you email, provide requested info, and share milestone updates. Respectful persistence is better than silence.
Should I hide risks from investors?
No. Experienced investors expect risks. Addressing them openly with mitigation strategies shows maturity and builds trust.
How long should an investor meeting last?
Most initial meetings run 30–45 minutes. Your pitch should take 10–15 minutes, leaving the rest for questions.
What materials do investors expect to see in the first meeting?
A pitch deck, a one-pager, and your cap table are usually enough. Financial models and product demos are useful for follow-ups.
How can founders avoid conflicts over decision-making?
By documenting approvals, following bylaws, and keeping communication open with both the board and shareholders. A decision matrix can help prevent disputes.
Can founders override the board?
No. Once a board is in place, it has legal authority over major corporate decisions. Founders must work within the governance framework.
What are protective provisions?
Protective provisions are special rights negotiated by investors - usually preferred shareholders - that give them veto power over key corporate actions like mergers or issuing new stock.
When do investors usually join the board?
Investors typically negotiate board seats at the Series A stage or later, once institutional capital is involved.
Do advisors need to be on the board?
Not necessarily. Many founders keep advisors in an informal capacity or through an advisory agreement rather than granting them board seats.
How many people should be on an early-stage board?
Most early-stage boards start with 3 members, expanding to 5 or 7 as the company grows.
Do all startups need a board?
If you incorporate as a C-corporation, yes. An LLC may not require one, but corporations legally must have a board.
What happens if co-founders disagree on a major decision?
If fiduciary duties are involved, decisions should follow proper corporate governance—through board votes, shareholder approvals, or documented resolutions.
How can founders avoid fiduciary duty issues?
The best practices are transparency, documenting decisions, avoiding conflicts of interest, and seeking approval from the board when needed.
Can fiduciary duties lead to personal liability?
Yes. Breaches of duty can expose directors and officers to lawsuits, financial damages, and even removal from their roles.
Do all founders owe fiduciary duties?
Not automatically. Fiduciary duties typically apply when a founder also serves as a director or officer - which is common in early-stage startups.
When should a company seek legal counsel for a reorganization?
It is best to involve counsel early in the process. Attorneys can advise on structure, draft necessary documents, ensure regulatory compliance, and help preserve tax advantages.
What is the difference between voluntary and involuntary reorganization?
A voluntary reorganization is initiated by a company’s leadership to improve efficiency or strategy, while an involuntary reorganization is often court-ordered in bankruptcy proceedings.
How long does a corporate reorganization usually take?
The timeline depends on complexity. Simple restructurings may take a few months, while larger mergers or court-ordered reorganizations can take a year or more.
What types of reorganizations are most common?
The most common types include mergers, acquisitions, spin-offs, recapitalizations, and bankruptcy reorganizations. Each has different strategic and financial implications.
What role does due diligence play in an acquisition?
Due diligence allows buyers to review financials, contracts, and liabilities. For sellers, preparing in advance avoids surprises and strengthens negotiating power.
How does an ESOP differ from selling to a competitor?
An ESOP transfers ownership internally to employees, preserving company culture, while selling to a competitor often results in consolidation and market expansion.
When should an owner start planning their exit strategy?
Ideally, exit planning should begin several years in advance. Early preparation increases valuation and ensures smoother negotiations.
What is the best exit strategy for a small business owner?
The right strategy depends on goals. Many small business owners pursue third-party sales or ESOPs, while larger companies often benefit from mergers or acquisitions.
What role does due diligence play in mergers?
Due diligence is the process of investigating financial, legal, and operational risks before closing. It helps identify liabilities, verify valuations, and strengthen negotiation positions.
Do all mergers require regulatory approval?
Not all mergers require government approval, but larger transactions or deals in regulated industries may need clearance from agencies like the FTC, DOJ, or industry-specific regulators.
What is the difference between a merger and an acquisition?
A merger combines two or more companies into one surviving entity, while an acquisition occurs when one company purchases another’s stock or assets.
Are stock purchases subject to taxation?
Yes. For sellers, stock purchases are often taxed at capital gains rates. Buyers typically cannot “step up” the tax basis of the company’s assets, which may affect future deductions.
Can a buyer avoid inheriting liabilities in a stock purchase?
Not entirely. Buyers inherit all liabilities of the company. However, risks can be managed through due diligence, indemnification provisions, and escrow arrangements.
What are the main advantages of a stock purchase compared to an asset purchase?
Stock purchases are simpler to execute because the company remains intact, preserving contracts, permits, and relationships. Asset purchases, while offering liability protection, often require more paperwork and consents.
Are employees automatically transferred in an asset purchase?
No. Buyers must choose which employees to hire and issue new contracts, though they may assume existing benefits or tenure for retention purposes.
Can tax benefits make an asset purchase more attractive than a stock purchase?
Yes. Buyers often gain a stepped-up basis in acquired assets, creating valuable tax deductions.
What is the biggest advantage of an asset purchase?
The ability to avoid inheriting unknown liabilities while selectively acquiring only valuable assets.
Can licensing agreements be terminated early?
Yes. Most agreements include termination clauses, either for breach of terms or for convenience, but the scope of surviving rights (like confidentiality) must be addressed.
How do licensing agreements generate revenue for startups?
Licenses can be monetized through royalties, per-user pricing, subscriptions, or flat fees - depending on your business model.
What’s the difference between an exclusive and non-exclusive license?
An exclusive license grants rights to only one licensee, while a non-exclusive license allows multiple licensees to use the IP at the same time.
Do all startups need licensing agreements?
Not all, but if you’re sharing software, content, or technology with users, partners, or customers - or if you rely on third-party IP - you likely need one.
What’s the difference between Terms of Service and a Privacy Policy?
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.
How often should I update my Privacy Policy?
You should update it whenever your business changes how it collects, uses, or shares data, or when new regulations apply to your users.
Can I use a free Privacy Policy template?
Templates often miss details about your specific tools and data practices. Tailoring your policy is safer and more effective.
Is a Privacy Policy legally required for every startup?
Yes, if you collect personal data. Even basic analytics or email sign-ups typically trigger the need for a Privacy Policy.
How often should I update and re-confirm my Terms of Service?
You should update them whenever you change your business model, collect new types of data, or expand into new jurisdictions. Major updates should require re-consent from users.
Will requiring users to click “I Agree” hurt sign-ups?
It may add a small step, but when designed well, active consent rarely impacts conversions. In fact, it can build trust by showing transparency.
Do privacy laws affect which approach I should use?
Yes. Regulations like GDPR and CCPA require active consent in many cases, especially where personal data is involved.
Which approach is better for startups - active or passive?
Active implementation provides stronger legal enforceability, making it the safer choice for most startups. However, passive terms may be acceptable for low-risk websites with minimal user interaction.
When should I update my Terms of Service?
You should review your terms any time your business model changes—such as adding subscriptions, launching new features, or expanding to new jurisdictions.
How do Terms of Service work with a Privacy Policy?
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.
Can I just use a free template online?
Templates are risky because they may not cover your unique risks or could include clauses that create unexpected obligations. Tailored terms are more effective.
Do all startups need Terms of Service?
Yes. Even if you’re in an early stage, a ToS helps protect your company from liability and sets clear rules for users.
Why do investors care about these agreements?
Because without them, your startup may not legally own its core technology - a major risk in funding, acquisitions, or IPOs.
Are invention assignment agreements enforceable everywhere?
Generally yes, but enforceability can depend on state law. Some states restrict how broadly employers can claim ownership, so tailoring language matters.
Do contractors need to sign invention assignment agreements?
Yes. Contractors often create code, designs, or strategies, and without an agreement, they may legally own the IP.
What’s the difference between a CIIAA and a PIIAA?
They serve the same function - assigning inventions to the company and protecting confidentiality. The terminology varies by company or industry.
Should contractors and employees sign NDAs?
Yes. Pair NDAs with confidentiality and IP assignment agreements to ensure ownership of work product and protection of sensitive data.
Are NDAs enforceable?
Yes, but courts often scrutinize them. NDAs that are too broad or vague are harder to enforce.
How long should an NDA last?
Two to five years is standard. Trade secrets may be protected indefinitely if defined clearly.
Do investors usually sign NDAs?
Most venture capitalists won’t sign NDAs at the pitch stage. However, some strategic investors or partners may sign if sensitive technical information is involved.
Do we need a formal open source policy?
Yes. Even a short policy clarifying what licenses are acceptable and requiring license checks before use can protect your company from major risks.
Is open source safe for SaaS companies?
It depends. Copyleft licenses like AGPL may apply even if you don’t distribute your code. Always check terms before using them in your backend.
What happens if we violate an open source license?
You could face legal action, be forced to release your proprietary code, or lose investor confidence. Compliance is critical.
Can my startup use open source code in a commercial product?
Yes, but it depends on the license. Permissive licenses (like MIT or Apache 2.0) allow it, while copyleft licenses (like GPL) may require you to open source your own code.
How can startups build trust around privacy?
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.
Do I need consent for all data I collect?
Not always. Consent is required for marketing emails, cookies, and sensitive data. Other legal bases, like contracts or legitimate interest, may apply.
What’s the most important privacy step to take early?
Start with a clear Privacy Policy and limit the data you collect. These two actions cover many compliance basics and set a strong foundation.
Do 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.
How long should a non-solicit last?
A typical duration is 12–18 months. Longer restrictions are more likely to be challenged in court.
Are non-solicitation clauses enforceable in every state?
Not always. Most states allow them if reasonable, but California restricts employee-related non-solicits. Customer-focused non-solicits may still be enforceable in certain cases.
Should founders include non-competes in all offer letters?
No. Non-competes should be used cautiously, only in states where they’re enforceable and for roles where they are truly necessary. Otherwise, focus on enforceable alternatives.
Do startups need non-competes to protect intellectual property?
Not necessarily. Strong confidentiality and invention assignment agreements often provide more reliable protection for IP and trade secrets.
What’s the difference between a non-compete and a non-solicitation clause?
A non-compete restricts where someone can work, while a non-solicitation clause only prevents them from taking your clients or employees. The latter is generally easier to enforce.
Are non-compete clauses legal in all states?
No. Some states, like California, ban them outright. Others only enforce them if they’re narrow and justified by a legitimate business interest.
Should startups use templates for these agreements?
Templates are a good starting point but rarely cover the specific needs of your business. Customized agreements reduce risk and ensure compliance with state and federal laws.
What happens if I misclassify a worker?
You may face IRS penalties, back taxes, unpaid benefits, wage claims, and potential lawsuits. States like California impose strict penalties for misclassification.
Do contractors get the same benefits as employees?
No. Independent contractors are responsible for their own benefits, insurance, and tax obligations unless you choose to offer additional perks in the contract.
Can I decide whether someone is an employee or contractor?
Not entirely. The classification depends on how the work is structured. If you control when, how, and where they work, they’re likely an employee, even if the agreement calls them a contractor.