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G97 Legal Intellectual Property (7)

George Morgan
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Page no: G97


Legal & IP

FI Link

Review your legal infrastructure

Date: May 12, 2021
Starts at: 06:30 PM (Europe/Zurich)

In this Feedback Session, startup lawyers and CEOs will explain various legal agreements, startup legal components (such as equity), cap tables, how to protect intellectual property, the best practices for managing a law firm, and more. As usual, Mentors will also provide Founders with ratings and feedback on their startup pitch and progress.



Below are just a few of the 10-15 deliverables you’ll complete through Working Groups and Office Hours:

  1. Legal Review – Review our Legal Guide to fully understand all critical startup legal components, including granting equity, vesting equity, granting options, issuing common stock versus preferred stock, and more. If any of your existing legal structure is in conflict with these best practices, then create a plan for resolution.
  2. Capitalization Table – Develop or improve your capitalization table (“Cap Table”) that shows the ownership structure of the business, using our template and guidelines.
  3. Finalize Co-Founder Legal (if any) – Create a list of any co-founders, co-founder candidates or founding Team Members that you have for your Founder Institute company, and begin the next steps in formalizing the relationship.
  4. Law Firm Engagement – If you don’t already have a law firm, meet with your law firm candidates and sign an “engagement letter” with your chosen firm.
  5. Corporate Formation Agreements – If you don’t already have a suitable corporation, secure all of your corporate formation agreements which govern how the business conducts itself.
  6. Equity Collective – Prepare to join the Equity Collective, and send your law firm the necessary agreements and request their help to properly fill out the required fields.

Legal & IP: Company Building Work


Questions Answer

#1 (Second Thoughts)

For some Founders, the pressure of incorporating or the pressure of signing an equity agreement can be significant and can cause second thoughts. Co-Founders that are not in the program may also express concerns. Email your Local Leaders with your or your Co-Founder concerns, and the Founder Institute also has a team that you can contact for advice by emailing [email protected].

Dear mentors and FII push,

I am ready to sign to the FII Equity Collective Agreement.
However, one clause remains far too broad and requires further clarifications to avoid any future litigation.

There I am suggesting an annex to the agreement

Clause of Concern:

3 A) Focus on “Before”

“or more participants in the Founder Institute program before or after such time period may be deemed to be formed during the Program if Founder forms another entity for the same or substantially similar business that was developed during the Program.”


Between 2018 and March 2021 (before the start of the Founders program),

My team has developed WordPress Plugins which are valued of around 100K CHF on the balance sheet of my sole proprietorship company.
This company has not obtained a profit until now. We had the aim to convert parts of it into a non-profit-organization (e.g. using the sites SNBCHF.COM and economicblogs.org).
With the help of Founders Institute, I am aiming to enter the SEO market (Search Engine Optimization), given that I have realized a potential big opportunity.
For this I am building an LLC (Swiss AG) with the name “Innobia“.

Innobia will use many of these WordPress Plugins, that – as stated – were built before the start of the FI Program.

Annex to the Equity Collective Agreement :
In the annex it shall be clarified

A) which parts of the existing software – if any –  are governed by the FII Equity Collective Agreement and/or are transferred into Innobia as assets in kind.
B) or if the sole proprietorship company remains owner of the entire existing software and is a software provider to Innobia. In this case Innobia pays a monthly license fee to my
sole proprietorship company.
How to proceed:
Mentors, could you please suggest how to proceed.
Should I first sign the Equity Collective Agreement and we elaborate the annex later? Or vice versa?
Regards George

#2 (Additional Businesses)

Provide a bulleted list of any additional businesses where you are a co-Founder, an executive, a Board Member or hold an ownership stake greater than 10%. Write the business name, URL, industry, your title and your ownership percentage. (30 Minutes)

#3 (Co-Founders)

Provide a bulleted list of any co-Founders, co-Founder candidates or founding Team Members that you have for your Founder Institute company. Write their name, their proposed title, their proposed ownership percentage, the status of their relationship with the company, whether they are enrolled in the Founder Institute, a link to their online bio and a couple of sentences on any next steps in formalizing the relationship. (30 Minutes)

#4 (Founder Agreement)

Sign the complete Founder Agreement. Print the entire Founder Agreement (https://FI.co/agreements), and fill out all pages. Make sure you understand the agreement fully. If you have a Corporate Entity, then add the date of the Mentor Ideas Review session as the “Date” on page 10. If you are forming your Corporate Entity, then leave the “Date” field blank on Page 10. Scan the fully filled out and signed Founder Agreement v3, and upload it under “Account” as a PDF. (1 Hour)

#5 (Progress Checklist)

At this point in the program, you should have the following business ingredients: (1) initial customer interest, (2) initial product progress, (3) a solid company name, (4) a recognizable design, (5) a Landing Page to market your solution, (6) a financial plan and (7) a professional company presentation. Upload all of the materials that you have collected to your File System. Provide a bulleted list of these seven ingredients ranking them from the one with the least progress at the top and the one with the most progress at the bottom. For each of the top two business ingredients where you are weakest, write a few sentences on your specific plans to improve over the next seven days. (3 Hours)

copied to pages.
Design team is working on this

#6 (Design Materials)

Upload your Design Materials. Collect, upload and provide a bulleted list of links to your Design Materials, including (1) a professional looking logo with your final company name, (2) a business card template for you and future employees, (3) a pitch deck template with a title slide and content slide format and (4) a professionally designed Landing Page. If any of the materials are not professional looking, work with a Design Resource to improve them, and write a couple of sentences next to the link describing the improvements. Order 500 business cards for you and any other key Team Members, and write the name of the service that you used to order the cards. (2 Hours)

 copied to pages.
Design team is working on this

#7 (Advisor Interviews)

Complete all Advisor Interviews. Virtually meet with or call each of your nine or more Advisor Candidates for at least 15 Minutes. During this Initial Advisor Interview, discuss the Customer Problem and progress to date. Provide a bulleted list of the notes and feedback from the calls and meetings under the name of each person. Rate each Target Advisors on a scale of 1 to 5 for the strength of your personal chemistry with the Target Advisor and for their ability to help the business. If any Advisor Candidate does not meet your expectations or needs, replace them on the Advisor Target List with an alternative and complete an Initial Advisor Interview with the alternative. Place the top ranked Advisor at the top of the list. Ask your Working Group for feedback on this rank ordered Advisor Target List to determine whether you have picked the best Advisor possible in each category and adjust the ordering. Write a short email to each of the top ranked Advisor Candidates in the Startup, Industry and Technology or Marketing categories to set up a call or virtual meeting within the next week, which is the Advisor Follow-up. The Advisor Follow-up toward building an Advisory Board is covered in the next assignment. (3 Hours)

#8 (Capitalization Table)

Develop an initial capitalization table (Cap Table) that shows the ownership structure of the business. Provide a bulleted list of everyone involved in the business that you have discussed owning equity in the company and the amount of equity that you have discussed them owning, including your team and Advisors. Provide a second bulleted list of people that you may need to provide equity for over the next year, including future hires. Input the Cap Table details into a spreadsheet, using this template (https://fndri.com/2DY68Gv). Provide a link to the spreadsheet, which will also be required by your law firm for incorporation. (2 Hours)

#9 (Legal Concepts)

Research legal concepts necessary to operate a startup. Review concepts including granting equity, vesting equity, granting options and issuing common stock versus preferred stock. Refer to this guide for help (https://FI.co/guides/legal_concepts). Identify one or two concepts that you understand the least, and discuss these concepts with your Working Group to help you understand them better. Write a couple of sentences about what you have learned, and write another couple of sentences about the legal concepts that you have struggled with. (2 Hours)

rel. easy

#10 (Law Firm Engagement)

Engage a high-quality Law Firm if you have not done so already. Complete a virtual meeting with your various Law Firm Candidates. Provide bulleted notes on the interview questions with each firm. Evaluate the interview notes and the chemistry of working the legal team, and select a final Law Firm to engage. Write the name of your Law Firm and the name of your lawyer, including their title. Provide a couple of sentences that describes their work with high-profile startups, including the names of any success stories. Click “Account” and enter the key details of your Law Firm, including “[Your Law Firm Name]: [The Full Name of Your Attorney], [Email Address], [Phone Number].” Sign an agreement for the Law Firm to represent your company, which is commonly called an “Engagement Letter,” and scan the Engagement Letter, uploading it under “Account.” (3 Hours)

#11 (Incorporation)

Incorporate a company by the Incorporation Deadline of the Founder Institute if you have not formed a Corporate Entity yet. The standard process for incorporation, which may vary worldwide, involves engaging a Law Firm, getting corporate Formation Agreements, filing the Formation Agreements with the government and securing a Confirmation, or receipt, of formation. The Confirmation of the Corporate Entity being formed takes time, so it is important to File before the Incorporation Deadline. Write an email to your Law Firm that specifies the Incorporation Deadline and states that you need to have your Corporate Entity formed by this date and provide a copy of the email. Provide a bulleted list of the steps to form a Corporate Entity that complies with the local process, which is your Formation Plan, and include a date by which you will complete each step. Add all of the dates to your Business Calendar. (1 Hour)

#12 (Formation Agreements)

Secure all of your Formation Agreements. The Formation Agreements include all of the agreements to set up a company, such as the bylaws or similar documents, which govern how the business conducts itself. If you have a Corporate Entity, review the documents that you have collected and contact your Law Firm to get all of the remaining Formation Agreements. If you are forming a new Corporate Entity, acquire all of the necessary corporate formation documents from your Law Firm. Provide a bulleted list of the Formation Agreements, and upload all of the documents as a combined PDF file under “Account.” Read all of the Formation Agreements, and review the processes and logic of the documents. Ensure that any dates and processes in the agreements reflect the actual way that you intend to run the business. Email your Law Firm with any questions and any proposed changes, and provide a copy of the email. Provide a bulleted list of all of the dates or deadlines specified in the Formation Agreements and add these dates to your Business Calendar. (3 Hours)

#13 (Legal Templates)

Secure standard Legal Templates from your Law Firm. Review the upcoming sessions of the Founder Institute and identify any legal agreements that you may require to complete the work. At a minimum, you will need a mutual non-disclosure agreement, an intellectual property assignment agreement, a basic employment agreement, a basic freelancer agreement and a basic advisor agreement (see https://fi.co/FAST). You may also want a loan agreement to raise a Founding Round, or friends and family round, and you may also want specific agreements for your particular business, such as a licensing agreement, a sales contract or an advertising contract. Most Law Firms will have these agreements on file. Work with your Law Firm to acquire a set of key boilerplate agreements and Legal Templates for your company. Provide an updated bulleted list of all the boilerplate agreements and Legal Templates that you have acquired. (1 Hour)

#14 (Equity Collective)

Prepare to join the Equity Collective. Review the Equity Collective Agreement here (https://FI.co/agreements). Write a couple of sentences that explain the benefits of joining the Equity Collective, which you can research here (https://FI.co/liquidity). You will need to sign the Equity Collective agreement prior to the date specified on your Dashboard to remain in the program. (2 Hours)

#15 (Employment Law)

Research best practices for startups with local employment laws. Discuss with your lawyer and your Working Group best legal practices to work with part-time and full-time Team Members, including yourself. Consider any regulations around minimum salary requirements, avoiding having contractors classified as employees, restrictions on the use of interns, length of trial periods, payment of taxes and social charges and steps to fire an employee or worker. Write a paragraph on the structure that you will use for yourself and the other initial Team Members, describing the structure and why you have chosen it. (2 Hours)

#16 (Filing Deadlines)

Add Filing Deadlines to your Business Calendar. With your Working Group, discuss all filing dates to operate a company in your country, such as the date for Corporate Entities to submit tax returns. Provide a bulleted list of these dates, and add these dates to your Business Calendar. Also add any filing dates and renewal dates for regulations specific to your business that you discuss with your Law Firm. On the list, include a date for when you want to start preparing necessary materials for the deadlines, as well as the deadlines themselves. (1 Hour)

#17 (Energy Levels)

Monitor the habits that affect your energy levels. Being a Founder requires a consistent high-level of work and energy. Write a bulleted list of all activities and habits, collectively referred to as Influencers, that affect your energy level. Influencers include sleep level, exercise, food consumption, caffeine consumption, alcohol consumption, time with friends or family and the like. Over the next seven days, track the frequency of each Influencer. Reflect upon the situations where you have the most energy and consider the Influencers that have had an effect. Write a sentence on each Influencer describing the positive or negative impact that it has on your overall energy level and productivity. Write a couple paragraphs outlining a plan to improve your energy levels in a healthy and sustainable way. (1 Hour)

#18 (Weekly Update)

Provide an update on your weekly business progress. Copy the previous Weekly Update and mark all items that have been completed or Asks that have been fulfilled as “(DONE).” Mark anything that has not been completed or fulfilled as “(UNDERWAY),” and provide a one sentence update on their status. Add a few more bulleted items to be completed across Team, Product, Traction and Program for the coming week. (30 Minutes)

#19 (Hotseat Pitch)

Update your one minute without slides and 3 minute with slides Hotseat Pitches with any learning and new materials this week, progress from the Weekly Update, and the latest Asks.Video yourself giving your best Hotseat pitch, and upload the video online as unlisted and accessible. Paste the link to the unlisted video in the assignment here and also paste the link in the field on your homepage under Weekly Pitch. (30 Minutes)



  • Patent Law Essentials: A Concise GuidePatent It Yourself by Alan L. Durham on Amazon.com. This book presents a brief but thorough survey of U.S. patent law, provided in the clearest possible terms for non specialists—including scientists, engineers, business managers, and entrepreneurs—as well as students and practitioners of patent and intellectual property.
  • Guy Kawasaki – Legal Advice“If you don’t use a law firm that’s “in the know” at the very start, you will probably have to undo or redo a lot of things.”
  • Checklist for incorporating a Delaware C CorpA checklist for incorporation so you can get back to building your product, fundraising, etc.
  • Perfecting Your Pitch & DeckEndless articles, books, and blogs have been written on the topic of business plan presentations and pitching to investors. In spite of this wealth of advice, almost every entrepreneur gets it wrong. Why? Because most guides to pitching your company miss the central point: The purpose of your pitch is to sell, not to teach. Your job is to excite, not to educate.
  • Common Shareholder Vulnerability in Venture-Backed StartupsThe purpose of this paper is threefold: (1) to describe the unusual governance arrangement of startups and its origins; (2) to show that such a structure leaves common shareholders extremely vulnerable to opportunistic behavior by the preferred; and (3) to propose changes to the tax and corporate laws aimed at reducing common’s vulnerability and increasing the size of the startup pie for all its investors.
  • Are Software Patents Evil?Paul Graham from Y Combinator’s blog post on software patents. “The only real role of patents, for most startups, is as an element of the mating dance with acquirers.”
  • What Does a Board of Directors Do?Successful entrepreneur and CEO, Jay Adelson, demystifies the start-up process by providing advice, tips, and answering questions.
  • How Startup Options (and Ownership) Works – Andreessen Horowitz
  • Startup Company LawyerVenture capital, seed financings, convertible note bridge debt, M&A, option vesting and other matters explained for founders and entrepreneurs



  • Public Access to Court Electronic Records (PACER)This website was developed and is maintained by the Public Access and Records Management Division of the Administrative Office of the United States Courts, which manages the electronic public access program for the Federal Judiciary.
  • US Patent and Trademark OfficeHome page of the United States Patent and Trademark Office’s main web site.
  • IPFrontlineIPFrontline is a daily intellectual property news site that provides you with breaking news and information on IP from around the world – from global patent offices and courts and key industry leaders.
  • LegalForceTrademarkia is the largest visual search engine for more than 6 million trademarked logos, names, and slogans on the Internet. We provide software and technology tools to help facilitate and automate trademark processes.
  • Liquidation & Dilution CalculatorAn easy calculator to figure out what different funding and exit scenarios look like for different shareholders.
  • C-Corp ChecklistA checklist of things to consider when creating a C-Corp. NOTE: These documents are NOT an appropriate substitute for getting a lawyer, and they should be used for education and reference ONLY.
  • Sample Start-Up Forms Library  ReportA repository of sample startup legal forms. NOTE: These documents are NOT an appropriate substitute for getting a lawyer, and they should be used for education and reference ONLY.
  • FindlawFindLaw provides Caselaw: Cases and Codes.


  • Slides: Startup Legal and IP – Belgin Fortaci
  • Slides: Startup Legal and IP – Heider Abdo
  • Intellectual Property Info – Early stage founders, take your (trade)mark. | Parazim, empowering women in businessEvery savvy business owner knows it is better to work smarter, rather than harder. This theory applies to handling intellectual property, such as trademark
  • Northwest Registered AgentDiverseCity Ventures affilliate, Northwest Registered Agent, incorporates and serves as a Registered Agent in all 50 states. Services include: Turn-key process (incorporation and RA services can be bundled or purchased separately); Exceptional customer service (call and talk to a real person without hold times or frustrating phone trees); guides on each state, including taxes; online access to documents and rapid notifications; competitive pricing. NorthWestern Registered Agent also provides:​​​ corporate binders and seals; stock certificates; mail scanning and forwarding; annual filing services, and more.
  • LegalShield for StartupsSmart, simple legal coverage to protect your family, your business, and your personal identity with simple, comprehensive coverage from LegalShield and IDShield. Starting at an amazing $39/ month, all plans offer unlimited phone consultations on unlimited general business matters. Additionally, Legalshield now offers three telephone consultations per year arranged by your Provider Lawyer – each consisting of up to one-half hour for the following specialized legal matters:​• Securities
    • Intellectual Property (Patents, Copyrights, Trademarks)
    • Immigration
    • Import/export or customs matters
    • International Law
    • Taxes
    • Plans also include document review, letters and calls on your behalf, and more:

    Small Biz 10 (10 or fewer Employees)*
    • Legal consultation on unlimited matters
    • 20 calls or letters per year
    • 5 collection letters per month
    • 20 documents reviewed per year

    * Additional plans available. Certain restrictions apply. See link, above, for details.

  • Slides: IP and Legal, Dirk Hanekom
  • Legal Cristina Daianu Part 1
  • Legal Cristina Daianu Part 2
  • Legal Cristina Daianu Part 3
  • Legal Cristian Munteanu Part 1
  • Legal Cristian Munteanu Part2


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