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The Top 5 Legal Documents Every Technology Company Needs

Our firm has worked with a number of tech startups over the years, and one of the most common mistakes we see is that the founders fail to establish a strong legal structure for their new venture straight off the bat. There can be a number of reasons for this. Some startups may be unwilling or unable to allocate capital towards legal fees. In other cases, startups may prefer to focus on the vision for their company and not appreciate or understand the value and importance of having the legal side of things in order.

By having a strong legal basis in place from the very start, founders can avoid costly legal battles further down the road, protecting the business and themselves in a personal capacity. In today’s article, we will discuss some of the key legal documents that tech startup founders should ensure that they have in place.

  1. Articles of Incorporation and Shareholder Agreements

While there are different business structure options for startups, generally startups will decide to incorporate a company. Company directors will need to be chosen. If there are other shareholders involved, a shareholders agreement is crucial. In general, the agreement will set out the shareholders’ rights and obligations; regulate the sale of shares in the company; describe how the company is going to be run; provide an element of protection for minority shareholders and the company; and define how important decisions are to be made.  We have seen on numerous occasions where a business is formed and the shareholder´s agreement is put off until the business is making money completely changing the dynamics when trying to put an agreement such as this in place. By dealing with these questions at the start, this will avoid disputes when parties – and this is particularly true if your startup enjoys success.

  1. Contracts with Clients

While all startups will be selling products or services, tech startups will need to consider specific documents to cover agreements with their clients. For example, if you plan to sell online, you will need to have a website terms and conditions of trading and usage. This may also include a Privacy Policy if you intend to collect data, potentially for use by a third-party.

  1. Employment Agreements

Once your startup begins to grow to the point that you need to start hiring employees, you will need to have a well-drafted employment agreement ready to implement. This will set out the role and responsibilities of your new employee(s), remuneration and benefits, IP rights, leave entitlements, and termination of the employment, among other things.

Australian employment legislation can be a little confusing for the uninitiated (and particularly for foreign startups), with the application of industry awards, the National Employment Standards, and the interplay between these legislative instruments and employment contracts. For this reason, it is critical that your employment agreement complies with Australian legislation, and that it is prepared by a lawyer.

  1. IP Assignment Agreement

While IP is critical to any startup’s value, this is even more true for tech companies. In many cases, tech startup founders will have personally owned their IP in the early stages of their business. In such cases, it is important to subsequently assign the IP to the same entity that investors are investing in. To do this, an IP agreement to transfer ownership of the IP to the company is necessary.

In addition, depending on your startup’s circumstances, additional IP agreements may be required. These may include an IP assignment agreement if you use external developers, or the incorporation of a holding company to hold the assets of the operating entity.

  1. Non-Disclosure Agreement

An NDA is a simple document (in terms of drafting and implementation) that offers a lot of protection and benefits. This will ensure you keep your trade secrets safe from competitors and other third parties, be it potential business partners, customers or external developers. Simply put, an NDA ensures that your confidential information remains that way.

Conclusion

Taking the time and funds to prepare and implement a tech startup’s legal documentation can seem like a daunting task and one that many people will put off for as long as possible. However, it doesn’t have to be, and well-drafted documents should be seen as an essential investment that will protect your business (and you personally) from the growing risks and liabilities that come with any startup. If you are unsure of what documents you may need, or where to begin, get in touch with our experienced team today to learn how we are working with technology companies.

Harris Gomez Group is a Common Law firm, with offices in Santiago, Bogotá, and Sydney. We also have legal teams in Peru, Bolivia, Ecuador, Brazil, and Argentina. Over the last 18 years, we have been supporting foreign companies with their growth in Australia and Latin America. Many of our clients are technology companies, service providers and engineering companies that focus on the mining, energy and infrastructure markets.

To better understand how we can support your management team in the Region, please contact Cody Mcfarlane at cmm@hgomezgroup.com