This document provides guidance on legal and business considerations for starting a company. It recommends documenting entity details, assets, and people involved. It also suggests choosing an LLC, corporation, or S-corporation structure and consulting an attorney. The document discusses equity distribution, vesting, intellectual property ownership, and using contracts like PIAA and NDAs to protect the company. It provides resources for terms sheets, policies, and attorney assistance for startup legal needs.

2. If nothing else remember to document
the following Items:
Entity
People
Assets

3. What flavor is your startup:
 LLC
 Corporation
 S-Corporation
 State? Utah, Delaware

4. Product or Service
Raising Money? How soon?
Based
Number of
Income Bracket
members/shareholders

5. Of course you should consult an
attorney, but consider the following:
 https://secure.utah.gov/osbr-user/user/welcome.html

7.  It’s a marriage – Do some dating!
 Consider Founder Vesting to protect the
company and each other = dating
 Equity is expensive, so be careful to
whom and how much you offer up.
 You don’t have to give up too much to
attract talent
 If you do make a promise – document it.

8.  Contributions - cash
 Capitalization - ownership
 Control
 Protective Provisions
 Transfer: Prohibition, ROFR,
‘tag along’, ‘drag along’
 Vesting
 Mostly handled in Articles/Operating Agreement

9.  Duty of Loyalty
 Your employer may own that code you’ve
been working on afterhours.
 Be familiar with your employment
agreement (if any) before leaving.
 Employer’s can be bullies – Story (KC)

10.  Your Company is a Vault Within
Which to Store Your Assets
 Own Employee and Contractor
Work
 PIIA - http://btjd.com/forms/piia.doc

11.  Look before you leap; Domain name
availability does not mean trademark
availability
 Snatch up all domain names, twitter
names, FB names, app names, etc.
 Beware the cybersquatter.
 Register your mark. – BBB Story; Gnome
 Use TM symbol prior to registration.

12.  If IP is central to your business make sure
you own it.
 PIIA is a must for all founders, employees,
and contractors.
 Places IP into the company vault; and
 Protects company through confidentiality and
possible non-solicitation/non-compete.
 PIIA - http://bit.ly/WlcRZf
 Let others know about your rights by using
©.

14. a. Blogs
b. NVCA.org
c. Ycombinator and Techstars
d. Fenwick and West deal terms
e. Orrick.com (term sheet generator -
https://tsc.orrick.com/)
f. WSGR.com (term sheet generator)
g. EDGAR and scraped agreements

15. a. PIIA - http://bit.ly/WlcRZf
b. NDA - http://bit.ly/10FjgF5
c. Steve Blank Startup Tools -
http://steveblank.com/tools-and-blogs-for-
entrepreneurs/
d. University Centers for Entrepreneurship
e. Free Money – Competitions

16.  Terms and Conditions Generator
 http://terms-of-service-generator.legalriver.com/
 Privacy Policy Generator
 http://privacy-policy-generator.legalriver.com/

17.  Securities Laws
 Raising money has serious
implications consult attorney first
 Taxes
 Bringing on partners after company
organization can cause tax issues

18. Jared Richards – Bennett Tueller Johnson & Deere
801.438.2040 | jrichards@btjd.com | WWW.BTJD.COM
 FORMATION
 AGREEMENTS
 FINANCINGS
 EXITS—MERGERS AND ACQUISITIONS
http://twitter.com/UTStartupLawyer
http://www.linkedin.com/in/jaredrichards