Start-Up Law Talk startuplawtalk

1. Start-Up Law Talkwww.startuplawtalk.com

2. Start-up Documents Overview What are the minimum legal documents necessary for the well-organized startup company? (What documents will a sophisticated investor or acquirer expect to see?)

3. Big Picture Categories • Corporate Formation Documents • Founder Stock Purchase and Contribution • Equity Compensation • Other Employee Documents • Technology Protection • Financings • Commercial Contracts

4. Corporate Formation Documents • Articles of Incorporation (or LLC Operating Agreement) • Bylaws • Stock Purchase Agreements (see slide on founders) • Stock Ledger and Cap Table • Stock Certificates • Minute Book (organizational resolutions) • EIN Application • State Business License • Local Business License • Shareholder Agreement • S Election – Consent to S Election (If so electing)

5. Articles of Incorporation • Filed with Secretary of State • Authorized Shares • Terms of Stock • Board of Directors • Voting Rules and Thresholds • Special Voting Protections • Director Indemnification/Liability Limitations

6. Bylaws • Shareholder Voting Procedures • Board of Directors Procedures • Officer Duties • Indemnification (can also be separate document)

7. Shareholder Agreement • Voting Agreement for Board of Directors • Right of First Refusal • Co-Sale • Drag-along Clause • Break-up • Death/Disability/Bankruptcy/Divorce

8. Founder Agreements • Restricted Stock Agreement • Vesting Schedule • 83b Election • Employment Agreement? • IP Assignments and Invention Assignment Agreements

9. Executive Employment Agreement • Base Comp • Bonuses • Severance • Termination • Cause/Good Reason • Non-Compete • Intellectual Property

10. Equity Compensation • Board and Shareholder Approvals • Stock Option Plan • Stock Option Grant • Stock Option Agreement • Exercise Notice http://www.startuplawtalk.com/start-up-law-talk-workshop-h1b-and-the-start-up/

11. Other Employee Documents • Offer Letters • Inventions Assignment and Confidentiality • Stock Option Grants • Tax Forms • Employee Handbook • Benefits disclosures

12. Inventions Assignment and Confidentiality Agreement • All employees/all contractors should sign • Assignment of Inventions • Confidentiality • Non-compete • Non-solicitation • Recites company ownership of emails, etc.

13. Technology Protection • Asset Assignments (at founding) • Inventions Assignment and Confidentiality Agreement (employees and contractors) • Non-Disclosure Agreements (mutual and unilateral) • Trademark Registrations • Patent Applications(?) • Website Terms of Use

14. Commercial Contracts (Examples) • Independent Contractor Agreement • Website Terms of Use/Privacy Policy • SAAS Agreement • Distribution Agreement • Supply Contract • Engineering (Design) Services Agreement • Service Provider Agreements (e.g., hosting agreement)

15. Financings - Series A Documents • Business Plan/Private Placement Memorandum • Term Sheet • Cap Table • Purchase Agreement • Certificate of Designation • Shareholder/Voting Agreement • ROFR/CoSale Agreement • Investor/Registration Rights Agreement • SEC Form Ds – Blue Sky

16. Certificate of Designation • Terms of Preferred Stock • Liquidation Preference • Dividends • Conversion Terms • Redemption • Protective Voting Provisions

17. Start-Up Law Talkwww.startuplawtalk.com