Verified Expert Lawyer: Adam Zagaris

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Adam Zagaris prides himself on being an outdoor basic counsel who helps startups get day-to-day paperwork achieved effectively and properly — notably when they're dealing with off towards robust, greater companions. Though he began his profession at huge Silicon Valley regulation companies, he has constructed a streamlined apply at Moonshot Legal in recent times that covers every part from contracts and phrases to mental property and human assets. 

He provides his no-holds-barred view of his apply and the startup world within the interview under, adopted by suggestions from many dozens of startup leaders — he’s racked up one of many highest tallies among the many lots of of legal professionals we’ve had recommended 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 shoppers — in a strategic, artistic approach — get offers achieved. Whenever you work with shoppers that always have much less leverage than counter-parties, it takes a artistic strategy to get offers accomplished. For instance, if they've 100 factors they want to get in a contract however it's going to sluggish offers down, miss quarters or kill offers, I assist them give attention to a dozen or two factors — what they actually need — after which assist them get these wins.”

On widespread startup errors

“There are two basic errors I see shoppers making lately (and each are largely the fault of attorneys). First, shoppers are sometimes afraid to ‘get authorized concerned’. Attorneys are sometimes seen as obstacles to getting enterprise achieved. Second, founders typically view authorized work as commoditized. Some shoppers would relatively obtain random contracts off a Google search and negotiate themselves – somewhat 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 accomplished by creating clear alignment (each sensible and optical) of authorized providers with enterprise pursuits. It's on us to assist shoppers perceive we're right here to assist transfer the ball ahead, to not merely stand in the best way over-lawyering and saying “no”. As well as, the worth we convey to the desk is usually important however not instantly obvious. We have to higher educate shoppers on this.”

On his strategy

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

Under, you’ll discover extra founder evaluations about Adam, the complete interview, and extra particulars about his pricing and charge buildings.

This text is a part of our ongoing series masking the early-stage startup lawyers 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 when you haven’t already. When you’re making an attempt to navigate the early-stage authorized landmines, be sure you take a look at our rising set of in-depth articles, like this checklist of what you want to get accomplished on the company aspect in your first years as an organization.

The Interview


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

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 number of the greatest attorneys (and other people) I do know are litigators. However if you find yourself a litigator, shoppers actually don’t need to name you. In the event that they name you it typically means shit goes sideways. As a transaction lawyer shoppers need to name me, I assist get offers executed and what I do means they earn money, have strong contracts that may diligence nicely down the street with buyers and potential acquirers, and so forth. So I joined Gunderson Dettmer’s know-how transactions group. Arms down the perfect group of attorneys I've ever know.

For the 15 years that I used to be at Gunderson Dettmer, my profession targeted on the transactional aspect of the regulation. I inform shoppers I primarily deal with all of the day-to-day issues corporations cope with. SaaS offers, licensing offers, advertising preparations, contractor agreements, partnerships, and so forth. I’m the lawyer you name day-after-day to get shit accomplished, transfer offers throughout the road. I additionally deal with privateness issues, resembling creating privateness insurance policies, in addition to coping with gentle mental property and HR issues. Something you'd do that doesn't fall squarely on the company aspect of the road, corresponding to financings, is one thing I might deal with or will help advise on to probably keep away from bringing in outdoors specialty counsel. I’m the boots on the bottom lawyer. As such, shoppers typically view me as outdoors common counsel.

Additionally, many startups don't have the interior contract processes that enormous corporations have. Individuals are shifting quick and sporting totally different hats. So I additionally assist them streamline processes and put on totally different hats myself the place I can. Final week I helped a shopper beta check a product. I'll do every little thing I can to assist do the heavy lifting to assist unencumber bandwidth for shoppers. 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 might have any particular challenges that you simply need to use for instance that you simply helped an organization navigate by way of?

Adam Zagaris: Look, the last word problem is that this: I've solely represented startup corporations my complete 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 shoppers — in a strategic, artistic method — get offers achieved. If you work with shoppers that always have much less leverage than counter-parties, it takes a artistic strategy to get offers achieved. For instance, if they've 100 factors they want to get in a contract however it can sluggish offers down, miss quarters or kill offers, I assist them give attention to a dozen or two factors — what they actually need — after which assist them get these wins. Once more, many purchasers typically have little to no leverage, however we'll nonetheless get wins. I inform shoppers to belief my strategy they usually all study, with no exception, it really works. Interval.

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

Adam Zagaris: One is, everyone performs a lawyer on TV, okay. Individuals assume they know what they’re doing, they usually pull some contracts off of Google. I've shoppers, they usually 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 just isn't their fault. It’s our fault, as a result of legal professionals, for a very long time, have charged lots and made their shoppers assume they need to be grateful, really feel blessed, to work with legal professionals. There’s this backlash the place now they view, you realize, shoppers view some forms of authorized work as commoditized. They assume they will do it themselves, and that’s as a result of, within the higher scheme of issues the vanity, and the inefficiency and the price of some legal professionals has pushed individuals in the other way. This can be a small minority of legal professionals, however some dangerous apples as they are saying. It’s our job, or no less than I feel it’s my job, to make it possible for. I’m within the customer support enterprise. To be sure that my shoppers are okay coming to me with issues. Ensure that they need to come to me. My shoppers know I’m going to strategic, artistic, 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 symbolize my shoppers.

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

Adam Zagaris: My apply is predicated on radical, versatile payment transparency. My billing fee is favorable and given my apply type and expertise, there are ranges of effectivity on prime of that. For smaller shoppers, to the extent I can, I cost flat charges for sure forms of offers and dealing with issues like reviewing types. For bigger shoppers (30 plus staff), I can do the identical factor. However for some bigger shoppers, I work on a subscription charge foundation (not a retainer, somewhat a flat payment with no overage). Based mostly on an estimate of what number of hours they may doubtless want in a given calendar quarter. I provide you with that estimate in shut conjunction with the shopper. For instance, if I feel they may 30 hours 1 / 4 I'll cost a flat charge based mostly on that. Once more, it isn't a retainer so there isn't a overage, They will come to me as a lot as they need. This drastically helps scale back friction for his or her deal cycles. For instance, gross sales groups don't have to funnel the whole lot by means of the CFO to see if they will spend authorized charges dealing with one thing. With a flat charge, the groups come on to me. Removes a degree 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. Briefly, I'm versatile in how I work with shoppers. 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 shoppers 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 spanking new shoppers and offering a light-weight template that sped up our gross sales cycle. This previous yr, partially to those enhancements and others, we've got 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 large work ethic and is all the time on 24/7. On the finish of the quarter final yr, he was capable of 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. Might 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 operating level on our business 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 finished.  We have been capable of take a typical authorized negotiation of contracts from weeks to days with Adam.  He has a quick turnaround and is cheap 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 progress stage and startup corporations face.” — Colby DeRodeff, California, Entrepreneur

“Final minute contract evaluation/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 regulation and fights to make sure contracts work for each events. He doesn't stand in the best way of doing enterprise.” — Richard Betts, UK, Gross sales and Enterprise Improvement, Anomali

“Adam is a tremendous asset to the Usermind workforce. His skilled but insightful creativity on the Authorized entrance in serving to us shut enterprise is just not one thing you typically see.  Because the chief of our Gross sales workforce, 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 so much. He's all the time extremely responsive and flips revisions again similar day, typically similar hour.  It actually helps drive our enterprise and shut offers quicker.” — A startup gross sales director based mostly out of Washington D.C.

“Adam is nice at dealing with all elements 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 few of the largest banks on the earth.” — Invoice Diamond, New York NY, Director, Anomali

“Adam is quick and thorough. He turns round complicated contracts shortly 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 offer a transparent understanding to all events.” — A startup gross sales government in Redwood Metropolis

“Updating our normal contracts and reviewing/modifying 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 will think about all angles and attainable outcomes. He has all the time impressed me.” — A startup gross sales supervisor in Dallas

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

“Adam has an ideal authorized thoughts and is sweet about weighing danger towards worth in a approach that helps all events obtain a win. In my expertise authorized assets typically current critical constraints on gross sales negotiations, however not Adam. He's hands-on and informative, arming a younger, rising gross sales workforce 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 shoppers, 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 evaluation with giant public corporations. We now have acquired suggestions from our shoppers relating to how straightforward it was to work with Adam in the course of the authorized assessment course of.” — A buyer success supervisor for a startup in San Francisco

“Adam has offered speedy 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 received in control 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 select up the telephone and ask any authorized query. Ensure 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 in contrast to any conventional lawyer. He’s labored with the perfect 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 artistic in how he buildings partnerships, he’s all the time targeted on one of the best end result for corporations that anticipate progress and he’s finally additionally a great individual. Enjoyable to be round and makes authorized issues — which founder varieties are often 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 also be an entrepreneur himself with aspect investments or investments prior to now so he’s definitely a go-to contact to have.” — Desiree Cachette, The Netherlands, Managing Director, Cachette Capital

“Once 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 group, all company authorities contracts, NDA’s, privateness insurance policies and employment contracts. Adam was really our authorized arm, appearing virtually as an worker of the corporate doing all authorized work. Within the early days, we went via an enormous trademark and patent go well with with a billion greenback firm and Adam helped and labored to get issues completed 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 the most effective 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 each time wanted to get a deal completed. It’s exhausting 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 cross by means of Adam’s palms. He's a driving drive behind our means as a enterprise to determine a business relationship shortly and successfully.  Adam’s expertise and experience with enterprise degree contract negotiations the place his means to navigate and simplify what are sometimes complicated phrases and circumstances is a useful asset to our enterprise.” — Abel Negus, San Francisco CA, Senior Director of Platform And Knowledge 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 regulation, 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've got closed in report time prior to now 18 months. His response time is bar none and I can all the time depend upon him to ship towards excessive deadlines. I've not labored with any lawyer earlier than that brings his depth of understanding and pragmatic strategy in coping with variations that appear insurmountable on the outset. Wanting 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: International OEM Companions Enterprise Improvement, Samba TV

“Adam is among the most strategic company legal professionals I’ve ever labored with. He can shortly determine key points with any contract and assist negotiate an end result that aligns as intently with one’s objectives as attainable. 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 almost each main tech firm within the Bay Space. Adam can also 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

“Unbelievable help on SLAs, MSAs, and IP evaluations.” A startup enterprise improvement 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 three+ years and he’s been a consummate skilled. Adam’s capability to shortly reply to shoppers considerations and produce work reveals with out requiring a number of iterations make him indispensable to any group. Moreover, Adam is an unimaginable human being with nice interpersonal expertise that make him gratifying to interact with.” — A San Francisco based mostly company improvement 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 capacity to scale.  He has persistently demonstrated experience and effectivity in getting offers accomplished.” 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 completed” angle and pragmatism  Coupled. together 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 crucial to expediting the contractual course of. Adam’s in depth contracting expertise inside the know-how and consulting area 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 be sure that we have been defending our customers and mental property with the suitable agreements and contracts in place. He additionally offered professional steerage on navigating conflicts of curiosity.” Carlo Tapia, Sacramento CA, Founder, Vested Yeti

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

“Adam’s capability to barter offers, regardless of the construction or nation, is known. His understanding of M&A and IP, to go with his deal-making, is excellent as nicely – He's a type of uncommon Legal professionals who's a “Whisperer” round all disciplines.” — A VP of enterprise improvement for a startup in New York

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

“Once I don’t know what to do, I name Adam. He has been an excellent lawyer and trusted advisor and we wouldn’t have been capable of 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 shortly with no BS. Extremely really helpful.” — Jeremy O’Briant, San Francisco CA, CEO, Torch

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