Technology and Startup: The Legal Partner Behind Your Business
Building a technology company or scaling a startup involves a stream of legal decisions that are easy to defer and expensive to fix later. We serve as the legal partner for technology businesses and founders who want the commercial and contractual foundations of their company built correctly from the start, so that growth does not become a source of legal vulnerability
Our service covers:
I. Company Structure and Founder Protection
The decisions made at the earliest stage of a company’s life, about who owns what, how decisions are made, and what happens when things go wrong, are the ones that surface in disputes years later. We help founders and co-founders structure their companies and their relationships in a way that reflects the actual deal, not just the excitement of the moment.
Co-Founder Agreements and Equity Structuring
Drafting of co-founder agreements covering equity splits, vesting schedules, IP assignment obligations, decision-making authority, and exit provisions, structured before incorporation so that the terms are clear from day one.
PT Establishment for Technology Companies
Incorporation of domestic (PMDN) and foreign investment (PMA) limited liability companies for technology businesses, including Articles of Association tailored to the company’s governance needs and ownership structure.
- Shareholders Agreements
Comprehensive shareholders agreements covering investor rights, pre-emptive rights, anti-dilution provisions, drag-along and tag-along rights, deadlock mechanisms, and share transfer restrictions.
- Corporate Governance Documentation
Preparation of board resolutions, shareholder resolutions, corporate approvals, and governance records that keep the company’s internal documentation clean and investor-ready.
II.Intellectual Property Protection
SECURING WHAT MAKES THE BUSINESS VALUABLE
For a technology company, the intellectual property is often the most valuable asset on the balance sheet. It is also the asset most commonly left unprotected. We advise on the contractual and corporate mechanisms that keep IP ownership where it belongs: with the company, not with a departing employee, a contractor, or a co-founder who exits without a proper agreement in place.
- IP Assignment and Ownership Structuring
Drafting of IP assignment agreements ensuring that all intellectual property created by founders, employees, and contractors is formally assigned to the company, with no ambiguity about ownership.
- Confidentiality and Non-Disclosure Agreements
Preparation of NDAs and confidentiality agreements for use with potential investors, commercial partners, employees, and contractors, tailored to the sensitivity and nature of the information being shared.
- Non-Compete and Non-Solicitation Provisions
Drafting of enforceable restrictive covenants for key employees and co-founders, protecting the company’s customer relationships, proprietary technology, and competitive position after departure.
- IP Clauses in Commercial Agreements
Review and drafting of IP ownership, licensing, and usage rights provisions within commercial contracts, ensuring the company retains control of its technology and does not inadvertently transfer rights to a counterparty.
III.Commercial Contracts and Partnership Structures
THE LEGAL ARCHITECTURE OF EVERY BUSINESS RELATIONSHIP
Every partnership, vendor relationship, distribution arrangement, and client engagement rests on a contract. In technology businesses, those contracts often involve IP rights, data, recurring revenue, and long-term dependencies that make the drafting far more consequential than a standard commercial agreement. We draft and review these contracts with the specific risks of the technology sector in mind.
- Software and Technology License Agreements
Drafting and review of software license agreements, SaaS terms of service, and technology use agreements, covering permitted use, IP ownership, liability limitations, and termination rights.
- Vendor, Supplier, and Outsourcing Agreements
Structuring of vendor and outsourcing arrangements that clearly allocate responsibility, protect confidential information, and ensure the company retains ownership of any work product developed under the engagement.
- Partnership and Collaboration Frameworks
Legal structuring of commercial partnerships, revenue-sharing arrangements, strategic alliances, and co-development agreements between technology companies, including joint ownership of outputs and exit provisions.
- Distribution and Reseller Agreements
Drafting of distribution, reseller, and agent agreements for technology products and platforms, covering territory, exclusivity, pricing controls, IP usage rights, and termination consequences.
IV. Investment Transactions and Funding Rounds
LEGAL SUPPORT WHEN CAPITAL ENTERS THE COMPANY
Each time a startup raises capital, the company’s legal structure, governance rights, and founder positions are renegotiated. The terms in a term sheet that seem standard are often anything but. We review and negotiate investment documentation on behalf of founders and companies, so that the terms agreed in a funding round do not create problems at the next one.
- Term Sheet and Investment Agreement Review
Review and negotiation of term sheets, convertible note agreements, SAFE instruments, and investment agreements, with a focus on valuation mechanics, investor rights, and founder dilution protections.
- Investor Rights and Governance Structuring
Legal structuring of investor rights in connection with funding rounds, including board representation, information rights, approval thresholds, and protective provisions for both founders and investors.
- Pre-Investment Legal Due Diligence Support
Preparation of the company’s legal documentation in anticipation of investor due diligence, identifying and resolving gaps in corporate records, IP ownership, and contractual arrangements before they become deal issues.
- Share Issuance and Capital Increase Documentation
End-to-end corporate documentation for new share issuances in connection with funding rounds, including notarial coordination, Articles of Association amendments, and Kemenkumham approval through the SABH system.