General Counsel advisory for startups: contract review (MSA, SaaS, NDA, DPA, employment), IP strategy, term sheet decoding, and regulatory landscape mapping. Use when reviewing any contract or term sheet, deciding when to engage outside counsel, defining IP strategy, evaluating
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General Counsel advisory for startups: contract review (MSA, SaaS, NDA, DPA, employment), IP strategy, term sheet decoding, and regulatory landscape mapping. Use when reviewing any contract or term sheet, deciding when to engage outside counsel, defining IP strategy, evaluating
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</> SKILL.md
general-counsel-advisor.SKILL.md
---name: "general-counsel-advisor"
description: "General Counsel advisory for startups: contract review (MSA, SaaS, NDA, DPA, employment), IP strategy, term sheet decoding, and regulatory landscape mapping. Use when reviewing any contract or term sheet, deciding when to engage outside counsel, defining IP strategy, evaluating regulatory exposure (HIPAA, GDPR, FDA, fintech), or when user mentions general counsel, GC, legal review, contract risk, term sheet, IP assignment, or regulatory exposure. NOT a substitute for licensed counsel — surfaces questions to bring to qualified attorneys."
license: MIT
metadata:
version: 1.0.0
author: Alireza Rezvani
category: c-level
domain: general-counsel-leadership
updated: 2026-05-12
python-tools: contract_risk_scanner.py, term_sheet_analyzer.py
frameworks: contract-review, ip-strategy, term-sheet-decoding, regulatory-mapping
---# General Counsel Advisor
Strategic legal frameworks for startup General Counsels and founders without one. Contract risk, IP strategy, term sheet decoding, regulatory landscape.
This is **not legal advice**. It surfaces the right questions to bring to qualified outside counsel and catches the obvious traps before they reach a signature. Treat every output as a starting point for a conversation with a licensed attorney, not as a substitute for one.
## Keywords
general counsel, GC, legal review, contract review, MSA, SaaS agreement, NDA, DPA, employment agreement, contractor agreement, IP assignment, invention assignment, open source license, OSS compliance, term sheet, liquidation preference, anti-dilution, option pool, vesting, acceleration, drag-along, pro-rata, board composition, regulatory, HIPAA, GDPR, CCPA, FDA, MDR, fintech, BSA/AML, money transmitter, AI Act, indemnity, liability cap, force majeure, auto-renewal, choice of law, venue, non-compete, non-solicit
- **Who owns the IP being created or shared?** (Founders forget that contractors don't auto-assign IP without a written clause.)
- **What's the liability cap, and what's carved out?** (Standard: 12 months of fees, with carve-outs for IP infringement, data breach, willful misconduct.)
- **Is there a DPA in place if any personal data flows?** (GDPR, CCPA, state laws — non-negotiable if EU/CA data is touched.)
- **What's the termination right, notice period, and auto-renewal trap?** (5-year auto-renew with 60-day notice is a common founder mistake.)
- **Does this contract or product launch trigger a new regulatory regime?** (Healthcare → HIPAA. Fintech → BSA/AML. Medical device → FDA/MDR.)
- **For term sheets: liquidation preference, pre-money option pool, anti-dilution flavor?** (Three places where 5% of founder economics can quietly disappear.)
## Core Responsibilities
### 1. Contract Review
Standard contracts a startup signs in its first 5 years:
- **Vendor MSA** — Master Service Agreement (cloud, tooling, services)
- **Customer SaaS Agreement** — your standard customer paper + customer redlines
- **NDA** — mutual + one-way, with carve-outs for residuals + independent development
- **DPA** — Data Processing Agreement (required when personal data flows)
