Build Your US Startup Contract

Research-backed benchmark clauses · Proper legal language · State-specific variations · Attorney review checklist

🏛 Governing State:

Changes clause variants based on your state

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Delaware: Standard for US startups. C-Corps benefit from DGCL § 145 indemnification. Non-competes generally enforceable if reasonable in scope, geography, and duration.

⚠California: Non-compete clauses are unenforceable under Bus. & Prof. Code § 16600 — they will be automatically flagged and excluded. Broad non-solicitation restrictions also limited. Strong employee IP assignment rights under Labor Code § 2870.

📋New York: The Freelance Isn't Free Act requires written contracts for freelance work ≥ $800. Non-competes restricted (executive order in effect). Stronger consumer data protections under SHIELD Act.

✅Texas: Non-competes are enforceable with adequate consideration and reasonable limitations under the Texas Covenants Not to Compete Act. Business-friendly jurisdiction with strong trade secret protection.

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📋

Consulting / MSA

Full master services agreement with change orders, acceptance testing, insurance, force majeure.

7 phases·28 clauses

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🔒

NDA — Non-Disclosure

Mutual or one-way — compelled disclosure, residuals, data security, non-disparagement.

3 phases·14 clauses

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🤝

Founder Agreement

Equity, vesting, drag-along, anti-dilution, dead equity, board composition, PIIA.

5 phases·22 clauses

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☁

SaaS Subscription

License, DPA/GDPR/CCPA, SLA, DR/BCP, cyber insurance, source code escrow, AUP.

6 phases·28 clauses

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💰

SAFE Note (YC Standard)

Post-money YC 2018 — cap, discount, MFN, pro-rata, liquidity events, dissolution.

4 phases·16 clauses

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💡

IP Assignment

Full assignment with Schedule A, moral rights, patent prosecution, anti-assignment in bankruptcy.

4 phases·14 clauses

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✉

Employment Offer Letter

Salary, equity, benefits, at-will, WARN Act, arbitration, COBRA, clawback, I-9.

4 phases·16 clauses

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🎯

Advisory Agreement

Equity, scope, IP assignment, confidentiality, conflicts of interest, PIIA reference.

3 phases·12 clauses

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⚙

Vendor / Service Agreement

B2B services, acceptance, change orders, step-in rights, liquidated damages, insurance.

4 phases·20 clauses

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⚠ Attorney Review Checklist

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