Question: Where can I download good templates for boilerplate legal agreements, such as NDAs, Board of Advisor agreements, employment agreements, and other typical things a startup would need?
Answer by Ethan Stone, Stone Business Law
Let me start with a couple of caveats (yes, I’ll give you some links at the bottom).
First, I’m not your lawyer and this answer doesn’t establish an lawyer-client relationship. I’m giving a generic answer to a generic question to educate the users of this site.
Second, be careful about going with forms. Lawyers who specialize in transactional work are more than high-priced form books. They have seen things go well and badly, they have negotiated a lot of deals, they understand your business goals and they understand the purpose and functions of the contracts they’re working with. The upshot is that a good lawyer can help you think about things you might not consider on your own and make sure that you’re using documents that work for you. The fact that you’re calling the agreements “boilerplate” suggests that you might not be planning to consider their terms as seriously as perhaps you should.
I don’t want to overemphasize this point. Entrepreneurs have limited resources. If your resources force you to choose between developing your product and developing a perfect set of legal forms, you have to go with the DIY forms. Moreover, you may want to save your legal services budget for negotiating a round of funding or some crucial IP license or strategic partnership. You know your business best.
But I would caution you against doing any equity deal (even issuing common stock to the founders) without at least talking to an experienced deal lawyer. I know it seems simple to divvy up shares of nothing. But you’re hoping that nothing will turn into something big. That’s why you’re working night and day on your start-up. So it’s extremely important to get the rights of the equityholders right and there’s a lot of room for screwing things up in ways that you’ll deeply regret.
If you can’t afford to pay a lawyer to help you develop your basic documents, you’re right that it’s still crucial to have them. In particular, to protect your IP, you need to sign appropriate NDAs with anyone who has access to trade secrets (e.g. prospective investors) and to sign NDAs and “work for hire”/invention assignment agreements with all employees, contractors, and members of the board of directors and advisory board. A good set of forms should get that done. If you’re going that route, however, please read the forms before you sign them so you know what you’re getting into. And please don’t start changing things around without asking someone who really knows what they’re doing.
All of that said, the Orrick law firm has helpfully posted a series of start-up forms here: Click Here.
Another source of decent (if very bare bones) forms is LegalZoom. You’ll have to pay for those. Legalzoom is also more oriented to small businesses that aren’t aiming at angel and venture financing. That said, Legalzoom has a broad range of documents and some helpful add-ons, such as helping you with filing things that need to be filed.
Good luck and make sure to ask for help if you need it.