Securities Laws: Including Securities Act of 1933, Securities Exchange Act of 1934, and state-specific 'Blue Sky' laws. Critical for equity compensation arrangements.
Intellectual Property Laws: Covering Patent Act, Copyright Act, Trademark Act (Lanham Act), Trade Secrets Protection (Defend Trade Secrets Act), and state-specific IP laws.
Employment and Labor Laws: Including Fair Labor Standards Act (FLSA), state-specific employment laws, and proper classification of advisor status (independent contractor vs. employee).
Tax Laws: Encompassing Internal Revenue Code, state tax regulations, and tax implications of various compensation structures.
Confidentiality and Privacy Laws: Including state-specific privacy laws, industry-specific regulations, and data protection requirements.
Contract Law: Covering state-specific contract laws, Uniform Commercial Code (UCC), and common law principles governing contractual relationships.
Corporate Law: Including state-specific corporate laws, SEC regulations, and compliance with company bylaws and operating agreements.
Industry-Specific Regulations: Specific regulations depending on the startup's industry (e.g., healthcare, finance, technology).
Scope of Services: Key provision defining the exact nature and extent of advisory services to be provided.
Compensation Terms: Detailed provisions regarding payment, equity, or other forms of compensation for advisory services.
Confidentiality Obligations: Provisions protecting company's confidential information and trade secrets.
IP Assignment and Protection: Clauses governing intellectual property rights, ownership, and transfer of any IP created during the advisory relationship.
Term and Termination: Provisions specifying duration of agreement and conditions for termination.
Conflict of Interest: Clauses addressing potential conflicts and how they should be handled.
Liability and Indemnification: Provisions outlining liability limitations and indemnification obligations between parties.
Non-compete/Non-solicitation: Restrictions on advisor's ability to compete or solicit employees/customers.
Dispute Resolution: Procedures for handling disputes, including choice of law, jurisdiction, and arbitration provisions.
Compliance Requirements: General provisions ensuring compliance with all applicable laws and regulations.
