Startup Founder Documents Package

Before you sign a SAFE, an investor will expect the basics to be clean: every founder has signed a present-tense IP assignment so the company, not a person, owns the technology; founder restricted stock is issued with vesting and any 83(b) elections were filed within the strict 30-day window; the cap table is a single source of truth that reflects all stock and prior SAFEs or notes; and your entity is properly formed with the board consents that authorized the stock. A SAFE is not a priced round, but it does convert later, so you also want to understand post-money dilution before you sign. The Complete Founder Package at $1,500 builds the founder IP, vesting, board consents, cap table, and SAFE templates; the Essential package at $750 covers the founder IP, restricted stock, issuance consent, and 83(b). State filing fees, where formation is involved, are separate.

Work-for-hire language alone does not reliably transfer patent rights or pre-existing code, and a default contractor relationship can leave ownership with the contractor. The fix is a present-tense assignment ("Contractor hereby assigns"), not a promise to assign later, covering inventions, code, designs, and related IP created for you, plus a further-assurances clause, a waiver of moral rights where applicable, and a carve-out that licenses back only the contractor's clearly identified pre-existing tools rather than your product. This is one of the first things diligence checks, because a missing or weak assignment from an early contractor can cloud title to core technology. I can draft or redline a single IP assignment or consulting agreement under my $575 Create or Redline Contract service (one contract, up to three email revision rounds, overflow at $240 per hour); a full set of founder, contractor, and advisor assignments is built into the Complete Founder Package.

Advisor equity is usually small and almost always vesting, not an outright grant. Common ranges run from roughly 0.10 to 1.0 percent depending on how involved the advisor is and how early you are, and many founders anchor to a published advisor framework. The structure that protects you is a written advisor agreement with a defined scope, vesting over about one to two years, monthly vesting often with a short or no cliff, a clean termination right if the advisor stops contributing, confidentiality, and the same present-tense IP assignment you use elsewhere so anything the advisor helps create belongs to the company. The danger to avoid is a verbal or undocumented promise of equity with no vesting and no paper, which shows up later as a diligence problem and a cap-table dispute. The Complete Founder Package includes an advisor agreement template with vesting; a single tailored advisor agreement can be drafted or redlined under the $575 contract service. Ranges and frameworks here are general information, not a recommendation for your specific grant.

Most priced rounds expect a Delaware C-Corp with the corporate housekeeping done: a filed certificate of incorporation, adopted bylaws, an organized board with the consents that authorized stock and officers, founder stock actually issued and paid for, restricted stock with vesting and timely 83(b) elections, and a cap table that matches the paperwork. Investors also look for clean IP assignment from every founder and contractor and a record of any prior SAFEs or notes. If you incorporated but never papered the board consents, the stock issuance, or the IP assignment, that gap is exactly what diligence surfaces. I document the corporate and equity layer through the founder packages, and for the formation step itself and the Delaware-versus-California decision, my incorporation page covers entity choice and what to file.

A design-partner pilot is where early companies accidentally give away the core. A protective statement of work defines a narrow scope with clear acceptance criteria, keeps your pre-existing and background IP owned by the startup, and treats the partner's feedback as exactly that: feedback you may use, with at most a license back to the partner rather than an assignment of your product. It adds mutual confidentiality, disclaims implied warranties for what is still a pilot, caps liability at the fees paid, sets data-handling terms, and runs for a fixed term with a clean exit so the pilot does not silently become a perpetual license. The goal is a usable pilot that does not leak your technology or hand a customer ownership or exclusivity. I can draft or redline a pilot or design-partner SOW under the $575 Create or Redline Contract service; recurring pilot and customer paperwork is the kind of ongoing work my outside general counsel page is built for.

If your product is an AI agent or a security control layer, the contract has to draw a hard line around what you are promising. State plainly whether the system is advisory or log-only versus actually blocking actions, and do not guarantee that it catches every risky or malicious action. Pair that with a real limitation of liability, customer-responsibility and human-in-the-loop language so the customer keeps ownership of final decisions, security and data representations scoped to the pilot rather than to your whole company forever, incident-notification terms, and an express disclaimer that the output is not professional advice. The point is to ship the pilot without taking on uncapped product liability for an outcome you cannot promise. This sits at the intersection of contract drafting and AI-specific risk; my AI legal audit page goes deeper on AI product and provider-terms risk, and the pilot SOW itself can be drafted under the $575 contract service.

A clean data room answers diligence before it is asked. Plan on five buckets. Corporate: certificate of incorporation, bylaws, board and stockholder consents, the cap table, 83(b) elections, and stock purchase agreements. IP: founder, contractor, and advisor IP assignment agreements, any trademarks, and an honest accounting of open-source usage. Commercial: customer, vendor, and design-partner contracts. People: offer letters, confidentiality and invention-assignment agreements, and contractor agreements. Financing: prior SAFEs or convertible notes, plus any basic compliance items relevant to your business. The founder packages produce most of the corporate, IP, and equity documents that fill this room; assembling and reviewing the room itself, or covering it on an ongoing basis, fits a written consultation or outside general counsel work depending on scope.

These are the issues that slow or sink a round, so it is worth finding them before an investor does: IP assignments missing from a founder or an early contractor; founder stock issued with no timely 83(b) election; advisor or early-hire equity promised verbally and never vested or papered; board consents that were never signed to authorize the stock; open-source license contamination in the codebase; customer contracts that contain assignment or change-of-control traps; and the absence of a single source-of-truth cap table. Most of these are fixable, and fixing them early is far cheaper than renegotiating mid-diligence. A focused written review that flags your specific risks is my $240 Written Attorney Consultation; the drafting that closes the gaps runs through the founder packages or the $575 contract service.

Some signatures are hard to undo and can shrink your company's value before you ever raise. Be very cautious about: a broad IP license or assignment to a design partner or customer; exclusivity or most-favored-nation clauses that bind your future deals; uncapped indemnities; any personal guarantee; advisor equity granted with no vesting schedule and cliff; signing a SAFE before you actually understand the post-money dilution it creates; letting a contractor do core work without a present-tense invention-assignment in place; and NDAs with residuals clauses that run against you, letting the other side reuse what they learn. None of these are automatically fatal, and a few are normal in narrow, well-drafted forms, but each deserves a look before signing. A short written consultation can pressure-test a specific document for you, and I can redline the actual agreement under the $575 contract service so the dangerous term is fixed, not just flagged. This is general information about common traps, not advice on your specific contract.

The standard founder vesting schedule is four years with a one-year cliff: nothing vests until the one-year mark, then 25 percent vests at the cliff, and the remaining 75 percent vests monthly over the following three years. A founder who leaves before the cliff keeps nothing. Vesting is documented in the founder restricted stock agreement, included in both packages, and it pairs with the 83(b) election, which must be filed with the IRS within 30 days of the grant. The Complete Founder Package adds the broader founders agreement covering roles, decisions, and exits. Restricted stock and vesting are also where the 83(b) clock starts, so if you recently received stock, say so in the chat and I will flag the deadline.