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Adam Zagaris prides himself in being an outdoor basic counsel who helps startups get day-to-day paperwork executed effectively and properly — significantly when they’re going through off in opposition to robust greater companions. Though he began his profession at huge Silicon Valley legislation companies, he has constructed a streamlined observe at Moonshot Authorized in recent times that covers the whole lot from contracts and phrases to mental property and human assets. 

He offers his no-holds-barred view of his observe and the startup world within the interview beneath, adopted by suggestions from many dozens of startup leaders — he’s racked up one of many highest tallies among the many lots of of attorneys we’ve had beneficial in our survey.


On negotiating

“Representing startups for nearly 15 years, my job as going head-to-head with the large canine of the world, ensuring that my purchasers — in a strategic, inventive manner — get offers executed. If you work with purchasers that always have much less leverage than counter-parties, it takes a inventive method to get offers executed. For instance, if they’ve 100 factors they want to get in a contract however it would sluggish offers down, miss quarters or kill offers, I assist them concentrate on a dozen or two factors — what they actually need — after which assist them get these wins.”

On frequent startup errors:

“There are two basic errors I see purchasers making today (and each are largely the fault of attorneys). First, purchasers are sometimes afraid to ‘get authorized concerned’. Attorneys are sometimes considered as obstacles to getting enterprise executed. Second, founders usually view authorized work as commoditized. Some purchasers would slightly obtain random contracts off a Google search and negotiate themselves – slightly than name an lawyer. Each of those errors are the fault of attorneys – not founders. It’s incumbent on attorneys to assist transfer enterprise ahead. That is executed by creating clear alignment (each sensible and optical) of authorized companies with enterprise pursuits. It’s on us to assist purchasers perceive we’re right here to assist transfer the ball ahead, to not merely stand in the way in which over-lawyering and saying “no”. As well as, the worth we carry to the desk is commonly vital however not instantly obvious. We have to higher educate purchasers on this.”

On his method:

“If it wasn’t for Adam and the suggestions he made who is aware of the place the corporate would have been.” Tyler Smith, Sacramento, CEO, SkySlope

“My observe type is deal-centric and pragmatic. I’m not right here to “over-lawyer”, all the time say “no” and ship purchasers huge payments. Strategic recommendation and artistic negotiations and options give present win-wins. With the rising pace of know-how and market competitors, an lawyer must be a facilitator not an impediment. So whether or not my purchasers need to shut offers, resolve disputes or in any other case transfer enterprise ahead, my job is getting that executed. Interval. And having labored solely with startups for over a decade, I perceive their wants and ache factors. My purchasers need (and with me have) authorized illustration that shares their paradigm, retains payments lean and helps them crush their targets. We’re on this collectively.”

Beneath, you’ll discover extra founder critiques about Adam, the total interview, and extra particulars about his pricing and price buildings.

This text is a part of our ongoing collection masking the early-stage startup attorneys who founders like to work with, based mostly on this survey and our personal analysis. The survey is open indefinitely so please fill it out should you haven’t already. In the event you’re making an attempt to navigate the early-stage authorized landmines, be sure you try our rising set of in-depth articles, like this guidelines of what it’s worthwhile to get executed on the company aspect in your first years as an organization.

The Interview


Eric Eldon: I’d similar to to listen to about how you bought into working with startups. Something which you could inform me about your purchasers, and the type of belongings you concentrate on with a brand new observe.

Adam Zagaris: Positive, completely. I began my profession at Wilson Sonsini, and was there for a yr within the IT litigation division. Determined I didn’t need to be a litigator. A few of the greatest attorneys (and folks) I do know are litigators. However if you end up a litigator, purchasers actually don’t need to name you. In the event that they name you it usually means shit goes sideways. As a transaction lawyer purchasers need to name me, I assist get offers executed and what I do means they generate income, have stable contracts that can diligence properly down the highway with traders and potential acquirers, and so forth. So I joined Gunderson Dettmer’s know-how transactions group. Palms down one of the best group of attorneys I’ve ever know.

For the 15 years that I used to be at Gunderson Dettmer, my profession centered on the transactional aspect of the legislation. I inform purchasers I primarily deal with all of the day-to-day issues corporations take care of. SaaS offers, licensing offers, advertising preparations, contractor agreements, partnerships, and so forth. I’m the lawyer you name daily to get shit executed, transfer offers throughout the road. I additionally deal with privateness issues, similar to creating privateness insurance policies, in addition to coping with smooth mental property and HR issues. Something you’ll do that doesn’t fall squarely on the company aspect of the road, similar to financings, is one thing I might deal with or might help advise on to presumably keep away from bringing in outdoors specialty counsel. I’m the boots on the bottom lawyer. As such, purchasers usually view me as outdoors basic counsel.

Additionally, many startups do not need the interior contract processes that giant corporations have. Individuals are shifting quick and sporting completely different hats. So I additionally assist them streamline processes and put on completely different hats myself the place I can. Final week I helped a shopper beta check a product. I’ll do the whole lot I can to assist do the heavy lifting to assist release bandwidth for purchasers. Shoppers need to concentrate on constructing their enterprise, not worrying about authorized issues.

Eric Eldon: Gotcha. It sounds such as you’re extra on the type of contract aspect with some firm formation and financing, and a few compensation and HR. Is that proper? Do you could have any particular challenges that you just need to use for instance that you just helped an organization navigate by way of?

Adam Zagaris: Look, the last word problem is that this: I’ve solely represented startup corporations my whole profession, and whether or not they’re type of bigger stage or the smaller stage. Representing startups for nearly 15 years, my job as going head-to-head with the large canine of the world, ensuring that my purchasers — in a strategic, inventive manner — get offers executed. If you work with purchasers that always have much less leverage than counter-parties, it takes a inventive method to get offers executed. For instance, if they’ve 100 factors they want to get in a contract however it would sluggish offers down, miss quarters or kill offers, I assist them concentrate on a dozen or two factors — what they actually need — after which assist them get these wins. Once more, many purchasers usually have little to no leverage, however we are going to nonetheless get wins. I inform purchasers to belief my method and so they all study, with no exception, it really works. Interval.

Eric Eldon: What’s the most important drawback that you just see founders making? What are the most important errors you see them make after they come within the door and also you determine to work with them?

Adam Zagaris: One is, all people performs a lawyer on TV, okay. Individuals assume they know what they’re doing, and so they pull some contracts off of Google. I’ve purchasers, and so they ship me license agreements they printed off Google. Contracts which have all types of points. Points that may result in contract disputes or trigger valuation points.

The rationale that’s an issue will not be their fault. It’s our fault, as a result of attorneys, for a very long time, have charged loads and made their purchasers assume they need to be grateful, really feel blessed, to work with attorneys. There’s this backlash the place now they view, , purchasers view some varieties of authorized work as commoditized. They assume they’ll do it themselves, and that’s as a result of, within the better scheme of issues the vanity, and the inefficiency and the price of some attorneys has pushed folks in the wrong way. It is a small minority of attorneys, however some dangerous apples as they are saying. It’s our job, or not less than I feel it’s my job, to be sure that. I’m within the customer support enterprise. To be sure that my purchasers are okay coming to me with issues. Make certain they need to come to me. My purchasers know I’m going to strategic, inventive, business-oriented and environment friendly and never rack up payments. They know I’ve their greatest pursuits in thoughts and am on their aspect of the desk. I’m fortunate to characterize my purchasers.

Eric Eldon: May you inform me extra about your billing construction? Like, flat price, upfront stuff, delayed.

Adam Zagaris: My observe is predicated on radical, versatile price transparency. My billing charge is favorable and given my observe type and expertise, there are ranges of effectivity on prime of that. For smaller purchasers, to the extent I can, I cost flat charges for sure varieties of offers and dealing with issues like reviewing kinds. For bigger purchasers (30 plus workers), I can do the identical factor. However for some bigger purchasers, I work on a subscription price foundation (not a retainer, slightly a flat price with no overage). Based mostly on an estimate of what number of hours they may doubtless want in a given calendar quarter. I give you that estimate in shut conjunction with the shopper. For instance, if I feel they may 30 hours 1 / 4 I’ll cost a flat price based mostly on that. Once more, it’s not a retainer so there is no such thing as a overage, They’ll come to me as a lot as they need. This significantly helps scale back friction for his or her deal cycles. For instance, gross sales groups do not need to funnel the whole lot by way of the CFO to see if they’ll spend authorized charges dealing with one thing. With a flat price, the groups come on to me. Removes a stage of abstraction. I can inform you the funnel level (CFO or CRO or whoever) significantly appreciates it. Frees up bandwidth for them to do they their actual work. In brief, I’m versatile in how I work with purchasers. Some engagements even have an fairness element.

Founder critiques


“Adam is extraordinarily devoted to the businesses he represents, and has authorized and sensible talents that permit him to steer corporations and different purchasers by way of uneven waters. He’s an asset to any group.” — A startup operations supervisor based mostly out of India

“Adam was instrumental in streamlining our contract/MSA course of for brand new purchasers and offering a light-weight template that sped up our gross sales cycle. This previous yr, partly to those enhancements and others, we now have quadrupled our shopper base.” — A startup gross sales and advertising government in San Francisco

“Proficient at gross sales contract negotiation.” — A startup gross sales government in Seattle

“Adam has super work ethic and is all the time on 24/7. On the finish of the quarter final yr, he was in a position to effectively prioritize MSA redline critiques and assist us get all our offers throughout the road. Couldn’t advocate him sufficient.” — Jason Plank, Campbell CA, Senior Director of Gross sales, Clari

Licensing settlement for a Lighting Design Firm to make use of core coding for an app on a revenue share foundation. Could sound simple however within the lighting world that is full new territory.” — A startup advertising government in London

“All MSA, EULA agreements for SaaS service” — A startup gross sales government in Indiana

“We lately began working with Adam. He’s working level on our industrial contract negotiations. Adam’s been an amazing mixture of business-minded authorized recommendation. I sit up for working with him extra.” — David Blonski, Mountain View CA, CFO, Elementum

“Adam is ready to get offers executed.  We have been in a position to take a typical authorized negotiation of contracts from weeks to days with Adam.  He has a quick turnaround and is affordable about when to push again and what to push again on. Very pragmatic.” — A startup COO in Ann Arbor

“Adam has been masterful with dealing with our contracts.” — A startup gross sales government in Mountain View

“MSA’s, NDAs, and so forth” — A startup gross sales government in New York

“Turnaround time, versatile and artistic options to complicated issues, deep understanding of challenges that development stage and startup corporations face.” — Colby DeRodeff, California, Entrepreneur

“Final minute contract evaluate/negotiations, Adam is all the time out there.” — Troy Pearson, Redwood Metropolis,  Gross sales Skilled, Anomali

“Adam is obvious and concise. He’s authoritative with out being confrontational. He is aware of worldwide legislation and fights to make sure contracts work for each events. He doesn’t stand in the way in which of doing enterprise.” — Richard Betts, UK, Gross sales and Enterprise Improvement, Anomali

“Adam is an incredible asset to the Usermind staff. His skilled but insightful creativity on the Authorized entrance in serving to us shut enterprise will not be one thing you usually see.  Because the chief of our Gross sales staff, with 20 years of expertise, I see Adam as an extension and key element to the staff.” — Derek Yammarino, Dallas, Texas, VP of Gross sales, Usermind

“I lean on Adam for ALL of our contracts and agreements, which is loads. He’s all the time extremely responsive and flips revisions again similar day, generally similar hour.  It actually helps drive our enterprise and shut offers sooner.” — A startup gross sales director based mostly out of Washington D.C.

“Adam is nice at dealing with all points of enterprise contracts and IP wants at Clari. Very responsive skilled and is nice to work with. I extremely advocate Adam!” — A gross sales director at a startup in San Francisco

“Adam has been instrumental in serving to my staff with contract negotiation and authorized recommendation on a mess of very complicated agreements with a number of the largest banks on this planet.” — Invoice Diamond, New York NY, Director, Anomali

“Adam is quick and thorough. He turns round complicated contracts rapidly and with out points.” — A VP of Engineering for a San Francisco-based startup.

“Extraordinarily fast turnaround on authorized paperwork.  Skilled communicator with a capability to know the legalities of points whereas additionally offering layman phrases to supply a transparent understanding to all events.” — A startup gross sales government in Redwood Metropolis

“Updating our commonplace contracts and reviewing/enhancing negotiated contracts” — A startup CEO in Irvine

“Runs our authorized division. Is a recreation. Changer when involves contract negotiations.” — A startup  L&D Director in Redwood Metropolis

“Adam all the time leads with what’s in one of the best curiosity of his shopper and is extraordinarily responsive. He asks nice questions in order that we are able to contemplate all angles and potential outcomes. He has all the time impressed me.” — A startup gross sales supervisor in Dallas

“Adam helped us create a vital license settlement that protects our buyer’s knowledge and income share relationships.” — Joshua Adragna, Bay Space, VP of Gross sales, Flowhub

“Adam has an amazing authorized thoughts and is sweet about weighing threat in opposition to worth in a manner that helps all events obtain a win. In my expertise authorized assets usually current severe constraints on gross sales negotiations, however not Adam. He’s hands-on and informative, arming a younger, rising gross sales staff with perception and understanding, arming the staff a working information of the authorized course of so we/they’re authorized conversant with the client.” — Adam Wainwright, Sunnyvale CA, Sr. Gross sales Director, Clari

“Adam labored with us to create SLAs for our purchasers, starting from creating standardized templates to make use of with small, privately-held manufacturers to customized agreements and a number of other rounds of authorized evaluate with giant public corporations. We now have acquired suggestions from our purchasers relating to how simple it was to work with Adam throughout the authorized evaluate course of.” — A buyer success supervisor for a startup in San Francisco

“Adam has offered fast and sensible negotiation of SaaS MSAs with clients, whereas defending his shopper within the essential respects, and useful enter on a miscellaneous number of IP and HR questions, for my firm, which is a later stage personal venture-backed SasS firm in San Francisco.  I joined the corporate as Basic Counsel in 2017 and Adam was an present supplier at the moment. I labored very intently with him as I obtained up to the mark on the enterprise and authorized panorama on the firm.” — Basic counsel for a startup in San Francisco

“Fast turnaround occasions on key points associated to buyer contracts, NDAs, vendor contracts. Very accessible to choose up the telephone and ask any authorized query. Make certain he will get us the assistance we’d like.” — A co-founder and CEO of a California based mostly startup

“Adam is a genius with regard to mental property and transactions. [He] is not like any conventional lawyer. He’s labored with one of the best on the company aspect but he’s all the time had his pulse and coronary heart with founders. He’s early on the curve of something and the whole lot upcoming, he’s inventive in how he buildings partnerships, he’s all the time centered on one of the best consequence for corporations that count on development and he’s finally additionally a very good particular person. Enjoyable to be round and makes authorized issues — which founder sorts are normally much less enthusiastic about — a studying expertise. There’s only a few offers I wouldn’t need Adam’s distinctive insights on, he sees issues most individuals don’t, can consider points or resolutions prematurely, and is a powerhouse for locating others in his community. Adam can be an entrepreneur himself with aspect investments or investments previously so he’s definitely a go-to contact to have.” — Desiree Cachette, The Netherlands, Managing Director, Cachette Capital

“After we first began with Adam over 5 years in the past he did all of our contract work — any contracts and company documentation for the gross sales staff, all company authorities contracts, NDA’s, privateness insurance policies and employment contracts. Adam was really our authorized arm, appearing nearly as an worker of the corporate doing all authorized work. Within the early days, we went by way of an enormous trademark and patent go well with with a billion greenback firm and Adam helped and labored to get issues executed together with one other agency. If it wasn’t for Adam and the suggestions he made who is aware of the place the corporate would have been.” — Tyler Smith, Sacramento CA, CEO, SkySlope

“Adam is one of the best within the enterprise. He’s fast, thorough and wonderful at exceeding timelines.” — Tom Gwynn, Bay Space, Sr. Director of Gross sales, Anomali

“Helped with authorized phrases and contracts, was all the time well timed and responsive.” — A startup gross sales director in Seattle

“Impeccable information in IP and Contracts” — A Maryland based mostly startup gross sales director

Helped obtain nice outcomes with a startup employment contract” — Head of expertise for a startup in San Francisco/Seattle

“Adam is there to take a look at any type of doc every time wanted to get a deal executed. It’s onerous to discover a lawyer who’s each diligent of their work and fast when turning round paperwork at a fast-paced startup. He’s a real rockstar!” — A gross sales consultant for a startup in San Francisco

“All Samba TV contracts go by way of Adam’s arms. He’s a driving power behind our potential as a enterprise to ascertain a industrial relationship rapidly and successfully.  Adam’s expertise and experience with enterprise stage contract negotiations the place his potential to navigate and simplify what are sometimes complicated phrases and situations is a useful asset to our enterprise.” — Abel Negus, San Francisco CA, Senior Director of Platform And Information Partnerships, Samba TV

“Wonderful flip time on MLAs from fortune 500 corporations.” — A VP of gross sales for a startup in New York.

“Meticulous work and fast response.” — Marc Leblanc, Canada, Gross sales, Anomali

“Educated of the legislation, but in addition of what phrases are market.” — A California-based lawyer.

“Adam has been instrumental in most of the international partnership offers that we now have closed in file time previously 18 months. His response time is bar none and I can all the time rely on him to ship in opposition to excessive deadlines. I’ve not labored with any lawyer earlier than that brings his depth of understanding and pragmatic method in coping with variations that appear insurmountable on the outset. Trying ahead to a different thrilling yr of working with Adam to ahead our new and potential international partnerships.” — Pierre Joubert, San Francisco CA, Managing Director: World OEM Companions Enterprise Improvement, Samba TV

“Adam is among the most strategic company attorneys I’ve ever labored with. He can rapidly establish key points with any contract and assist negotiate an consequence that aligns as intently with one’s targets as potential. He assaults every undertaking with a really sounds understanding of relative bargaining place and has huge expertise given his historical past of working with or on the opposite aspect of practically each main tech firm within the Bay Space. Adam can be extraordinarily responsive and environment friendly. I can’t advocate anybody above Adam.” — A New York-based SVP of Enterprise and Company Improvement

“In a short time created IP licensing settlement, mutual NDAs, and associated docs.” — Startup director of product advertising in San Jose

“Implausible help on SLAs, MSAs, and IP critiques.” A startup enterprise growth government in Washington D.C.

“He helps us negotiate and win complicated offers.” Barrett Foster, San Jose CA, Chief Income Officer, Wrike

“I’ve had the good thing about working alongside Adam Zagaris during the last 3+ years and he’s been a consummate skilled. Adam’s potential to rapidly reply to purchasers considerations and produce work reveals with out requiring a number of iterations make him indispensable to any staff. Moreover, Adam is an unbelievable human being with nice interpersonal abilities that make him pleasing to interact with.” — A San Francisco based mostly company growth government

“Helped us keep away from a probably catastrophic trademark complication and guided our rebrand trademarking effort.” A co-founder and CEO of a San Francisco based mostly startup

“Adam is significant to our potential to scale.  He has persistently demonstrated experience and effectivity in getting offers executed.” Brian Cody, Sunnyvale CA, Gross sales Enablement Lead, Clari

“Adam is important to our firm’s success. He’s each a strategic authorized and business-side advisor on key offers. He isolates the problems that matter and negotiates very properly. He’s nice to work with, considerate, dependable, direct, and responsive.” — A startup COO in San Francisco

“Adam has a “get it executed” angle and pragmatism  Coupled. along with his deep authorized acumen, that mindset allows us to effectively get enterprise contracts accomplished with giant, refined corporations that historically transfer very slowly. Minimizing the forwards and backwards iterations is vital to expediting the contractual course of. Adam’s in depth contracting expertise throughout the know-how and consulting house allows him to know when to press and when to yield.” Head of alliances for a startup in Mountain View

“NDAs, contracts, special-case agreements” — A know-how administration government in San Francisco

“Adam helped make sure that we have been defending our customers and mental property with the proper agreements and contracts in place. He additionally offered skilled steerage on navigating conflicts of curiosity.” Carlo Tapia, Sacramento CA, Founder, Vested Yeti

“Adam has helped us shut offers at a charge we now have by no means seen from different attorneys. He doesn’t needlessly spin the wheels or waste time in negotiations. Consumer GCs have emailed us after offers have closed saying how glad they have been to work with Adam. Extremely advocate for any startup searching for somebody that has a deep background in enterprise contracts and IP.” — A startup co-founder and CTO in San Francisco

“Adam’s potential to barter offers, irrespective of the construction or nation, is famous. His understanding of M&A and IP, to go with his deal-making, is excellent as properly – He’s a kind of uncommon Attorneys who’s a “Whisperer” round all disciplines.” — A VP of enterprise growth for a startup in New York

“Many contracts turned from typical language to prose that folks may and would use themselves.” — A VP of Engineering, Operations, & InfoSec for a Seattle-based startup.

“After I don’t know what to do, I name Adam. He has been an amazing lawyer and trusted advisor and we wouldn’t have been in a position to develop on the tempo we did with out his assist/advisory.  He drafted/negotiated a multi-million contract on our behalf, wrote all our privateness/phrases of service agreements, created contractor agreements, suggested on construction technique, and far more. He will get the startup mentality and strikes rapidly with no BS. Extremely beneficial.” — Jeremy O’Briant, San Francisco CA, CEO, Torch

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