Bay Area Business Lawyers | Primum Law

Author name: pat

Executive's Equity

Is My New Executive’s Equity Single Trigger or Double Trigger, and Why Does It Matter? 

Is My New Executive’s Equity Single Trigger or Double Trigger, and Why Does It Matter?  Did I just hand my new CFO a parachute I can’t afford, or a promise that protects no one?  I raised my round, hired the VP of Sales or CFO I needed, and the offer letter mentioned “accelerated vesting on a change

Is My New Executive’s Equity Single Trigger or Double Trigger, and Why Does It Matter?  Read More »

Fixed-Fee Outside Counsel

Should I Switch My Company From Big Law Hourly Billing to Fixed-Fee Outside Counsel? 

Should I Switch My Company From Big Law Hourly Billing to Fixed-Fee Outside Counsel?  The Question Behind the Invoice  Am I getting my money’s worth from the firm billing me by the hour?  I check my invoice from last month against the one from three months ago. The number moves. A quick contract review costs a different amount depending on which

Should I Switch My Company From Big Law Hourly Billing to Fixed-Fee Outside Counsel?  Read More »

Enterprise Contract

Did I Just Accept Unlimited Liability to Close My Biggest Enterprise Deal? 

Did I Just Accept Unlimited Liability to Close My Biggest Enterprise Deal?  The Redline Nobody Flagged  I just landed the enterprise logo my board has been asking about for two quarters. Legal review felt like the last thing standing between me and a signed contract.  The redlines came back mostly clean. One section barely changed: indemnification (my promise to

Did I Just Accept Unlimited Liability to Close My Biggest Enterprise Deal?  Read More »

IP

Who Owns the IP When My Startup Co-Builds Tech With a Bigger Partner? 

Who Owns the IP When My Startup Co-Builds Tech With a Bigger Partner?  A partner 10 times my size wants to build something with me. Their platform, my technology, one roadmap.  It feels like validation. It might also be the fastest way to lose what makes my company worth funding.  Joint development deals rarely spell out who owns

Who Owns the IP When My Startup Co-Builds Tech With a Bigger Partner?  Read More »

Board Consent Rights

What Happens to My Board Consent Rights the Moment My Portfolio Company Signs an LOI? 

What Happens to My Board Consent Rights the Moment My Portfolio Company Signs an LOI?  How I Found Out  My portfolio company just told me it signed a letter of intent to sell. Nobody asked me first.  I still have a board seat. I still have consent rights in the investment documents. But the company is now

What Happens to My Board Consent Rights the Moment My Portfolio Company Signs an LOI?  Read More »

Service Level Agreements

Service Level Agreements for Startups: What Are You Actually Promising?

Service Level Agreements for Startups: What Are You Actually Promising? Your sales deck says 99.9% uptime. Your first real enterprise prospect just asked you to put that number in the contract, with money attached if you miss. Those are two different promises. The first is marketing. The second is a commitment you can be held

Service Level Agreements for Startups: What Are You Actually Promising? Read More »

AI Feature

Whose Data Trained Your AI Feature? The Licensing Question Founders Ignore Until It’s Too Late

Whose Data Trained Your AI Feature? The Licensing Question Founders Ignore Until It’s Too Late You have shipped an AI feature. Customers like it. The product works. Then an investor’s lawyer asks one simple question during diligence: Where did the training data come from? Your engineering team may know which model you used. Your product

Whose Data Trained Your AI Feature? The Licensing Question Founders Ignore Until It’s Too Late Read More »

Executives' Employment Agreements

What Happens to Your Executives’ Employment Agreements the Day You Sign an Acquisition Term Sheet?

What Happens to Your Executives’ Employment Agreements the Day You Sign an Acquisition Term Sheet? You just received a term sheet to sell your company. The buyer is serious. The price looks good. Discussions are moving quickly. Then your VP of Engineering asks a simple question: “What happens to my job if the acquisition closes?”

What Happens to Your Executives’ Employment Agreements the Day You Sign an Acquisition Term Sheet? Read More »

Customer Contracts

What Happens to Your Customer Contracts When Your Cloud Vendor Goes Down?

What Happens to Your Customer Contracts When Your Cloud Vendor Goes Down? Your biggest customer calls after a major infrastructure outage. They want to know what your contract promises. How much uptime did you guarantee? What remedy do they receive? Can they terminate the agreement? Are you responsible for their losses? You open the contract

What Happens to Your Customer Contracts When Your Cloud Vendor Goes Down? Read More »

90 Days of Exclusivity

The Buyer Wants 90 Days of Exclusivity Before a Deal Is Final. Should You Say Yes?

The Buyer Wants 90 Days of Exclusivity Before a Deal Is Final. Should You Say Yes? A buyer just sent you a letter of intent. The purchase price looks attractive. The terms seem promising. You are excited to finally have a serious buyer at the table. Then you reach the exclusivity clause. The buyer wants

The Buyer Wants 90 Days of Exclusivity Before a Deal Is Final. Should You Say Yes? Read More »

Tax Risk

Is Sweeping Cash Into One Account Between Your Entities Putting You at Tax Risk?

Is Sweeping Cash Into One Account Between Your Entities Putting You at Tax Risk? Your foreign subsidiary has more cash than it needs this quarter. Your US parent needs cash to cover payroll and operating expenses. The solution seems simple. Move the excess cash to the parent and sort out the accounting later. For many

Is Sweeping Cash Into One Account Between Your Entities Putting You at Tax Risk? Read More »

API

If Someone Abused Your API Tomorrow, Could Your Terms Actually Stop Them?

If Someone Abused Your API Tomorrow, Could Your Terms Actually Stop Them? A developer signs up for your API. At first, everything looks normal. Then the developer starts pulling data at a volume your infrastructure was never designed to handle. Soon, you realize they are using the API to build something your company never intended

If Someone Abused Your API Tomorrow, Could Your Terms Actually Stop Them? Read More »

Non-Compete

Hiring a VP After Your Raise? Why “Garden Leave” Might Matter More Than a Non-Compete

Hiring a VP After Your Raise? Why “Garden Leave” Might Matter More Than a Non-Compete You just closed a funding round. Now you need a real VP of Engineering or Sales to help take the company to its next stage. You pull out the offer letter your company has used for years. It contains a

Hiring a VP After Your Raise? Why “Garden Leave” Might Matter More Than a Non-Compete Read More »

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