Interested in training for your team? Click here to learn more

Proactive Contracting Tips for Tech Startups: Protecting the Company's Value and IP, Avoiding Costly Mistakes

Recording of a 90-minute CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, February 27, 2024

Recorded event now available

or call 1-800-926-7926

This CLE webinar will discuss key contractual considerations for startup companies during the early stage of the company's lifecycle to protect the company's value, intellectual property, and commercial position. The panel will highlight common contractual mistakes that startups make, best practices for negotiating and drafting key contractual terms to avoid problems with future transactions, and strategies for addressing issues retroactively. This panel focuses primarily on business-to-business agreements and, where applicable, business-to-consumer agreements (e.g. software product terms of use), but some of the principles also apply to other contracts such as those with employees and contractors.


Technology startup companies typically have limited resources in the early stages of the company's lifecycle. These limitations and the many competing priorities for management's time and attention often result in startups making critical contracting mistakes that inadvertently weaken their commercial position.

Commercial contracts that receive little or no attention during the startup phase frequently create issues later in the company's lifecycle. Failure to be proactive in the initial contracts phase or to retroactively remedy prior mistakes as the company moves forward can place the company in breach of its business-to-business contracts; it can create uncertainty about the company's ownership of its intellectual property; and it can create a host of operational risks. It can also jeopardize financing and kill or devalue M&A deals when investors or acquirers discover these problems in their due diligence.

When entering into commercial and IP-related agreements, startups and even well-established companies should consider not only the present context and objectives of each contract, but also how each contract's language could significantly impact investments, transactions, and acquisitions in the future. Companies that are proactive in protecting their commercial position and IP rights upfront are better positioned when it comes time to raise funds or sell the company.

Listen as our authoritative panel highlights common contractual provisions and issues that need to be handled with care and foresight early on to avoid problems in future transactions. The panel will provide tips for identifying potential legal pitfalls and strategies for remedying contractual issues retroactively.



  1. Overview: contractual issues facing startups in the early stages of the company's lifecycle
  2. Being proactive with contract drafting: effectively positioning the company for future investments or acquisitions
  3. Contract issues to address early on, with drafting and negotiation tips for each, focusing especially on:
    1. IP ownership and protection
    2. Current hot-button topics that are on investors’ and acquirers’ minds (like privacy and AI)
    3. Commercial terms that could poison a deal (like exclusivities and MFNs)
  4. How to cure prior contracting mistakes
  5. Key takeaways


The panel will address these and other key issues:

  • What are common contract clauses that can create material issues for tech startups if not properly addressed at the time of contracting?
  • How can counsel be proactive with contract drafting to position a startup for future investment or acquisition?
  • How to identify potential legal pitfalls and strategies for correcting or remedying a startup's prior contracting mistakes or errors


Glende, Spencer
Spencer Glende

Mayer Brown

Mr. Glende counsels clients on transactions to develop, acquire, and commercialize products, services, and IP in...  |  Read More

Nyhan, Adam
Adam Nyhan

Perkins Thompson

Mr. Nyhan focuses on corporate, software and financial services work for companies in the United States, Europe,...  |  Read More

Young, Scott
Scott F. Young

Mayer Brown

With over 25 years of experience representing clients in hundreds of technology-related transactions, Mr. Young is...  |  Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video