Hire, grant equity, and own your IP without creating liabilities.
Offer letters, invention assignment, contractor agreements, option plans, handbooks, separations, and trademarks. The paper that follows every hire.
How we approach it
Most IP and employment disputes trace back to a document that was never signed.
A company’s value is largely its people and what they build, which makes the hiring documents some of the most important paper it signs. The proprietary information and invention assignment agreement is what makes the code belong to the company. The offer letter and handbook set the terms of the relationship. The option plan is what lets the company pay in equity without tax surprises.
We prepare the full set for employees and contractors, in California and across states: offer letters, PIIAs, contractor and consulting agreements, equity incentive plans, option grants and the board approvals behind them, handbooks, and separation and release agreements. We handle the classification questions that California enforces aggressively, and we review existing agreements for gaps before a financing or sale.
On the IP side, we clear and register trademarks, draft licensing and assignment agreements, and review open-source use so a diligence team does not find it first.
What we handle
- Offer letters & employment agreementsAt-will terms, compensation, and California-specific provisions
- Proprietary information & invention assignment (PIIA)The agreement that makes the company own what employees build
- Independent contractor agreementsClassification analysis under California’s ABC test
- Equity incentive plansPlan adoption, 409A coordination, grant mechanics
- Option grants & board approvalsClean grants with the records to prove them
- Employee handbooks & policiesRequired California policies, remote-work terms
- Separation & release agreementsCompliant releases, final pay, WARN considerations
- Advisor agreementsEquity for advisors with vesting and IP terms
- Trademark clearance & registrationSearch, filing, and office action responses
- IP assignment & licensingInbound and outbound licenses, assignments from founders and contractors
- Open-source reviewWhich licenses are in your code and what they require
- Non-solicitation & confidentialityWhat is enforceable in California and what is not
What people ask us first
- Can we use contractors instead of employees to save money?
- Sometimes, but California’s test is strict and misclassification penalties are serious. We analyze the role against the ABC test and tell you honestly which way it falls.
- What is a 409A valuation and when do we need one?
- An independent valuation of the company’s common stock, required before granting options so the strike price is defensible. It is usually needed after the first priced round or any material event. We coordinate with valuation providers and time grants accordingly.
- A departing employee built part of our product. Do we own it?
- If they signed a valid PIIA, yes. If they did not, the answer depends on the facts and the documents. We review the situation and, where needed, paper the assignment before it becomes a diligence problem.
Often needed alongside this
Tell us what you’re working on.
A free first conversation. We’ll tell you what it involves, what it costs, and whether you need us at all.
Santa Monica, California