Do you serve as fractional general counsel for startups?

Yes. We serve as fractional general counsel for AI, SaaS, fintech, and consumer tech companies. Ongoing work can be hourly, on a monthly retainer, or hybrid; defined projects can be fixed fee when the scope is clear. Engagements commonly include contract review, commercial agreements, employment matters, IP protection, and board and governance support.

What stage of startup do you typically work with?

We work with companies from pre-formation through later growth stages. Earlier-stage companies often engage us for formation, founder agreements, and early commercial contracts; companies with more deal flow more often use ongoing fractional GC support and commercial negotiation help. Fit depends on the work, not a stage label.

Can you handle SaaS commercial contracts and MSAs?

Yes. SaaS commercial contracts are a core practice area — including MSAs, DPAs, order forms, enterprise agreements, vendor contracts, and customer redlines. We can draft a full contract stack or serve as outside counsel for ongoing deal flow.

Do you handle equity financings and venture deals?

We regularly handle SAFEs, convertible notes, and seed-stage priced rounds. For larger or more complex financings, we may coordinate with specialist venture counsel while remaining the company's primary outside counsel for commercial and operational matters. Scope is confirmed in the engagement letter.

DEALMAKERS & BUILDERS

Legal Counsel for AI & Startup Founders

Structure. Scale. Exit.

Outside counsel for AI and startup companies. Commercial and investor contracts, IP, and AI governance—senior judgment paired with modern, attorney-supervised workflows. Ongoing work can be hourly, on a monthly retainer, or hybrid; defined projects can be fixed fee.

By Drew Jacobs, Esq. — Founder, Jacobs Counsel LLC

Last reviewed: May 2026

Book a 15-Minute Case Assessment

What Startups Get

Legal infrastructure designed to attract investors, protect your IP, and scale from seed to Series A and beyond.

Entity Formation & Structuring

Incorporation, equity splits, cap tables, and investor-ready documentation. Get your entity structure right from day one so you don't have to fix it later.

What We Set Up:

• Delaware C-Corp formation (or LLC if appropriate)
• Founder equity agreements and vesting schedules
• Cap table setup and management
• Board structure and corporate governance
• Intellectual property assignment agreements
• 83(b) election filing

Illustrative scenario (hypothetical, not an actual matter):

A SaaS company with three co-founders wants investor-ready structure. Typical work: forming a Delaware C-Corp, drafting founder agreements with vesting, assigning IP to the company, and preparing SAFE documentation for a pre-seed round. Scope, timing, and results depend on the facts.

Business transactions counsel →

IP Protection & Strategy

Trademark your brand, protect your tech, and build defensible IP assets. Strong IP makes your company more valuable and harder to compete with.

IP Services for Startups:

• Trademark registration for brand name and logo
• Patent strategy and provisional applications
• Copyright registration for software and content
• Trade secret protection policies
• Employee and contractor IP assignment agreements
• Freedom-to-operate analysis

Illustrative scenario (hypothetical, not an actual matter):

An AI company wants to protect a proprietary algorithm and brand before fundraising. Typical work: a provisional patent filing, trademark applications in the relevant classes, IP assignment agreements, and documented trade-secret protocols. Outcomes at the USPTO and with investors are never guaranteed.

Brand & IP protection →Fractional GC for AI startups →

Contract Strategy & Templates

Customer agreements, vendor contracts, and NDAs that protect your interests. Off-the-shelf templates often leave gaps that matter once you have paying customers.

Essential Startup Contracts:

• SaaS Terms of Service and Privacy Policy
• Customer agreements and MSAs
• Vendor and contractor agreements
• Mutual and one-way NDAs
• Employment offer letters and contractor agreements
• Advisory board agreements

Illustrative scenario (hypothetical, not an actual matter):

A B2B SaaS company lands a first enterprise customer with only generic terms of service in place. Typical work: drafting an MSA with liability caps, IP provisions, and SLA terms so the agreement can survive a procurement review. Every procurement process is different.

Outside counsel services →

Privacy, Data & AI Compliance

GDPR, CCPA, AI regulations, and data privacy policies for modern tech companies. Enterprise buyers frequently ask for compliance documentation during procurement and security review.

Compliance Services:

• Privacy policy and terms of service drafting
• GDPR and CCPA compliance audits
• Data processing agreements (DPAs)
• Security questionnaire assistance
• Cookie consent and user data mapping
• AI model transparency and compliance

Illustrative scenario (hypothetical, not an actual matter):

A consumer AI app plans to expand into Europe. Typical work: a data-flow review, a GDPR-oriented privacy policy and consent mechanisms, DPA templates, and documentation for app store review. Timelines depend on the product, the data, and the reviewing platforms.

Business transactions counsel →

Common Startup Legal Questions We Answer

"Should we incorporate in Delaware?"

For most venture-backed startups the answer is usually yes—Delaware C-Corps are the common expectation among institutional investors. If you're bootstrapping or building a lifestyle business, an LLC may be a better fit. The right answer depends on your plans and tax situation.

"How do we split equity among founders?"

Equal splits often create friction later. Many teams allocate based on role, commitment, and contribution, and use vesting (commonly four years with a one-year cliff) to address co-founder departure. What works depends on the team.

"Do we need a patent or just a trademark?"

Trademarks protect your brand name and logo; patents protect novel technology. Many startups prioritize trademarks early and evaluate patents once the technology stabilizes. The right sequence depends on your product and market.

"Can we use free contract templates?"

For early prototyping they can be a reasonable starting point. Once you have paying customers, generic templates often miss your business model and can leave liability gaps that surface in diligence. Review anything you plan to sign at scale.

Find Your Optimal Business Structure

Compare entity options based on your revenue, growth plans, and liability concerns.

Business Structure Review

Find the optimal legal structure for your business. Compare sole proprietorship, LLC, S-Corp, and C-Corp options.

Start Your Intake

Why Startups Choose Jacobs Counsel

Startup Experience

We work with founders through formation, fundraising, and commercial deals. We know what investors look for.

Modern & Efficient

Modern workflows with attorney oversight on every deliverable. Ongoing work can be hourly, on a monthly retainer, or hybrid; defined projects can be fixed fee. The written engagement letter controls.