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Contract review & redlines
Every clause read, risks flagged in plain English, tracked redlines plus a clean version to send.
Contracts & SaaS lane · Direct attorney access
Boston University-Trained Startup Contract Lawyer for SaaS, AI, and Online Businesses
I am a California-licensed attorney providing remote contract review, SaaS legal stack drafting, and founder-side documents nationwide where permitted. You work with me directly, not an intake team.
Sergei Tokmakov, Esq.|
California Bar No. 279869|
Licensed since 2011|
J.D., Boston University School of Law
2011
Licensed since
CA #279869
State Bar of California
BU Law
J.D. training
Flat fee
Priced before I start
Remote
Nationwide where permitted
Credential
J.D., Boston University School of Law. California-licensed attorney, California Bar No. 279869, licensed since 2011.
More on my training, my focus, and how I price +
That training shapes how I read a contract: not just whether it is enforceable, but where it allocates risk and where it could bite a founder later. Boston University School of Law is a program known for rigorous doctrinal training and a strong transactional and corporate focus.
⚖️ Doctrinal depth
Contract interpretation, indemnities, limitation-of-liability, and IP assignment are easy to get directionally right and expensive to get precisely wrong. I draft for the precise version.
📊 Commercial lens
I read your agreements the way a future investor, customer's procurement team, or acquirer's diligence counsel will read them, so the deal that lands today survives the deal you want next year.
📱 Built for tech
SaaS, AI, and online businesses have their own failure modes: data and model terms, usage-based pricing, uptime, sub-processors, output ownership. I work in those terms daily.
I am Sergei Tokmakov, a solo California attorney practicing as Terms.Law, an outside-general-counsel-style practice for founders and operators. I work remotely with clients across the country on transactional and contract matters, and I keep pricing flat and stated up front so you can decide before any work begins.
My focus is the document layer of a software or online business: the agreements you sign with customers, vendors, contractors, and co-founders, plus the public-facing terms and privacy documents your product needs. For analysis of a single contract, the flat-fee contract review is the usual starting point. For a full set of documents, see the SaaS legal stack.
What I do
Founder-side contract and document support
Transactional, document-focused work. Pick a single contract or a full stack, flat fee set before I start.
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SaaS legal stack
ToS, customer/subscription agreement, privacy policy, DPA, and acceptable-use, drafted to your product.
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Founder & equity documents
Founder agreements, IP assignment, and advisor terms that keep ownership clean before a raise or sale.
More document types I draft and redline +
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NDAs, MSAs & SOWs
Mutual and one-way NDAs, master services agreements, and statements of work, drafted or redlined so the commercial terms and the legal terms actually match.
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Platform & product terms
End-user terms, marketplace and API terms, AI product terms covering inputs, outputs, and model use, plus the usage and liability language that protects the business.
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Privacy & data terms
Privacy policies, data processing addenda, and sub-processor language aligned to how your product actually collects and uses data, written to read cleanly in a customer security review.
Fixed-scope sprint
Startup Legal Readiness Sprint
One fixed-scope engagement that gets a pre-seed or seed company fundraise-ready: clean IP, fundable equity, pilot contracts that do not leak your core IP, and a data room a serious investor can diligence without flinching. Built for founders heading toward a SAFE, a first priced round, or a design-partner deal.
What I deliver in one pass
Nine deliverables, sequenced so each one feeds the next. Legal information and founder-ready documents, not a guarantee of any investment outcome.
- Legal-readiness checklist. A prioritized map of what is clean, what is missing, and what to fix first.
- Contractor and consultant IP-assignment templates. Present-tense invention assignment so work product actually belongs to the company.
- Advisor agreement plus equity and vesting guidance. A FAST-style advisor agreement with vesting and cliff ranges to discuss.
- SAFE and cap-table readiness checklist. What to confirm before you accept SAFE money and how the post-money math affects dilution.
- Pilot or design-partner SOW. Scope, acceptance, IP retention, and a clean exit so a pilot does not give your product away.
- AI or security pilot commercial risk boundaries. Advisory-vs-blocking framing, liability cap, and human-in-the-loop language for a product pilot.
- Data-room legal checklist. The corporate, IP, commercial, people, and financing documents a diligence team expects to find.
- Investor-diligence red-flag review. The issues an investor's counsel would flag, surfaced before you pitch, not during diligence.
- "What not to sign before your first financing" founder memo. The specific terms that quietly damage a future raise.
The sprint is the document layer of fundraise readiness, not a securities offering, a fairness opinion, or a promise that any investor will fund you. For just one piece (a single advisor agreement, one pilot SOW, or one contractor template), a $575 single-document engagement may fit better. Related: founder and formation documents and Delaware C-Corp incorporation.
Who I work with
Built for founders who need clean documents, fast
See the founder profiles I work with +
Different founders, same need: contracts that hold up and that a future investor or acquirer will not flag. I work with remote and distributed founders, solo and bootstrapped operators, funded startups heading into diligence, and AI / SaaS teams.
Boston, New York, and remote founders
You build wherever the talent is and want a contract attorney who works remotely and answers directly, by email and shared drafts, without you flying anywhere.
Distributed teams
Contractors in three states, a customer in a fourth, infrastructure in a fifth. I draft contractor, NDA, and services agreements that travel with a distributed team.
Immigrant and first-time founders
If this is your first US company, the contract norms may be new. I explain what each clause does in plain English so you are not signing language you do not fully understand.
Founders building US-facing products from abroad
Selling into the US from outside it raises questions about governing law, terms, and customer agreements. I draft US-facing documents and flag where a local-law question belongs to counsel in your jurisdiction.
Solo founders and indie operators
You are product, sales, and legal. I take the contract layer off your plate with flat-fee work, so you spend your time building instead of redlining.
Bootstrapped SaaS
Real documents without an enterprise legal budget. The flat-fee contract review and SaaS stack are sized for a product that is shipping, not a Series C.
Funded startups
After a raise, your customer and vendor contracts get read more carefully. I clean up the document set so diligence on the next round, or an acquisition, does not surface avoidable issues.
AI and SaaS operators
Model terms, training-data and output-ownership questions, usage-based pricing, uptime, and sub-processors all live in your contracts. I draft and redline in those terms instead of forcing a generic template onto an AI product.
Why this page exists
I am not marketing myself as a Massachusetts lawyer. I am using my BU Law background to explain the kind of contract work I do for SaaS, AI, and startup clients nationwide where permitted.
What I do, and where it fits
Clear scope, color-coded
See what is in scope, and what may need local counsel +
Transactional contract work travels well across state lines because the analysis is about risk and clause structure, not local court procedure. In scope nationwide where permitted: contract drafting, redlines, the SaaS legal stack, and privacy / data terms. May need local counsel: state-specific court filings, out-of-California representation, and any Massachusetts-law opinion or representation in Massachusetts.
✓ In scope, nationwide where permitted
Yes
Contract drafting & redlines
Yes
SaaS legal stack
Yes
Privacy & data terms
⚠ May need local counsel
Ask
State-specific court filings
Ask
Local-law representation
No
Massachusetts-law opinions
In scope, nationwide where permitted:
Contract drafting & redlines. SaaS, MSA, SOW, NDA, vendor, consulting, founder, and similar business contracts.
SaaS legal stack. ToS, customer agreement, privacy policy, DPA, and acceptable-use, built to your product.
Privacy & data terms. Privacy policies and DPAs aligned to how your product collects and uses data.
May need local counsel:
State-specific court filings. Litigation or filings in a state where I am not admitted, including Massachusetts.
Local-law representation. Appearing as counsel of record outside California.
Massachusetts-law opinions. I do not give Massachusetts-law opinions or represent in Massachusetts; that is work for counsel admitted there.
Why contract drafting works remotely, but litigation often does not +
Reviewing and drafting a contract is about identifying risk, structuring clauses, and negotiating terms. That analysis does not depend on being admitted in the state whose law governs the contract, which is why a flat-fee contract review does not require a California-governed agreement. If a clause raises a state-specific issue, I flag it.
Litigation and court filings are different. Appearing in court, filing a complaint, or giving a formal opinion on a specific state's law generally requires admission in that state. For those, you may need local counsel, and I will say so directly rather than work outside what my California license covers.
How it works
A simple, remote process
See the four steps +
No intake team, no scheduling back-and-forth. You deal with me directly: you send the document, I confirm scope and the flat fee, I review or draft, and I refine through the included revision rounds.
You send the document
Email me the contract or a short description of what you need, plus the deal context.
I confirm scope & flat fee
I tell you which engagement fits and the flat fee, before any work starts.
I review or draft
You get tracked redlines and a risk summary, or a clean first draft built to your facts.
I refine
Revision rounds are included, so the document is ready to send and easy to negotiate.
Engagements & flat fees
Pick the engagement that fits
Flat fees, set before I start. Start with a single contract, ask a focused question, or commission a full SaaS document set.
Written Attorney Consultation
Best for a focused question or quick read
$240
Flat fee · written attorney response
- You send your question and key document(s)
- Written response identifying the main issues, risks, and leverage points
- Practical next steps
- Not a full redline or document drafting
Create or Redline a Contract
Best for one SaaS, MSA, NDA, or SOW
$575
Flat fee · up to three rounds of revisions
- Clause-by-clause review or a practical first draft
- Tracked redlines plus a clean recommended version
- Brief written comments on the key issues
- Up to three rounds of email revisions
SaaS Legal Stack
Best for a full product document set
Custom
Scoped to your product · quoted before I start
- Terms of Service and customer / subscription agreement
- Privacy policy and data processing addendum
- Acceptable-use and, where relevant, AI product terms
- Drafted to your actual product and pricing
Raising soon and want the whole document layer handled at once? The $3,900 Startup Legal Readiness Sprint packages all nine fundraise-readiness deliverables into one fixed-scope engagement. Prefer a live walkthrough? See the $400 one-hour Zoom strategy session. Larger or enterprise SaaS / AI engagements are scoped and quoted by email.
Details, folded
Common questions
Open the founder FAQ +
The things founders usually ask before starting. Open what is relevant to you.
Do you have to be licensed in my state to review my contract? +
No. Contract review and drafting is about risk identification, clause structure, and negotiation, which does not depend on the contract being governed by California law or on my being admitted in your state. I review and draft documents governed by other states' law regularly. If a clause raises a jurisdiction-specific issue, I flag it. What I do not do is appear in court, file pleadings, or give formal legal opinions on a specific state's law where I am not admitted; for those, you may need local counsel.
Does going to BU mean you are licensed in Massachusetts? +
No. I earned my J.D. at Boston University School of Law, but I am licensed in California (Bar No. 279869) and I am not admitted in Massachusetts. BU is part of my training and background, not a license to practice Massachusetts law. For Massachusetts-specific filings or local-law representation, you would work with counsel admitted there.
What kinds of contracts do you handle for startups? +
SaaS and subscription agreements, master services agreements, statements of work, mutual and one-way NDAs, independent contractor and consulting agreements, founder and IP-assignment documents, advisor terms, vendor agreements, API and platform terms, AI product terms, and the public-facing Terms of Service and privacy documents a product needs. If it is a business contract for a software or online business, it is likely in scope. See the contract redlining service for how the redline workflow runs.
How fast can you turn it around? +
A single contract review is usually three to five business days after I receive the document and the context. A rush turnaround may be available for an added fee; ask before you pay so I can confirm timing for your specific document. A full SaaS stack is scoped individually and I give you a target timeline when I quote it.
What is and is not included in a flat-fee contract engagement? +
The $575 Create or Redline engagement includes a clause-by-clause review or a practical first draft, tracked redlines plus a clean version, brief written comments on the key issues, and up to three rounds of email revisions. Unusually long or complex documents, multiple separate agreements, or extended negotiation can be billed beyond that at an hourly rate, which I will tell you about before doing the extra work. Direct negotiation with the other side's counsel beyond the included revisions is scoped separately.
Startup readiness analyst
Get a straight answer on the thing you are about to sign or raise
Tap a question for an instant, free, plain-English answer scoped to startup legal readiness. Each answer links to a deeper one or hands the question to the live AI Legal Analyst. This is legal information, not legal advice, and not a guarantee of any funding outcome.
AI Legal Analyst · startup legal readiness
What do you need before you raise?
Pricing and scope questions answer instantly and free, no email required. Describe your stage and it routes you to the right next step.
Tap a question · instant answers, always free
AI Legal Analyst - attorney-supervised, not legal advice, and not a promise of any investment outcome. Sergei Tokmakov, Esq., California Bar No. 279869.
Ready when you are
Get your contract handled by an attorney
Flat fee, set before I start. You work with me directly, from first message to final draft.
Or email me to scope a full SaaS legal stack or a larger engagement.
Related on Terms.Law
Where to go next
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