Practice · Outside general counsel
Outside general counsel for AI startups and SaaS companies
A software company needs a lawyer for its first customer contract, privacy policy and investor documents well before its first legal hire. Penwell Law is outside general counsel to AI startups and SaaS companies across Silicon Valley and nationally, on their contracts, privacy and AI governance. Its founding attorney, Liam J. Penwell, reads the model card, the MSA and the data processing agreement together.
Contracts, privacy, equity and early disputes
Penwell Law handles customer contracts, vendor terms, privacy, the AI governance materials enterprise procurement teams require, contractor and employment agreements, equity grants and financing documents, and early disputes, such as a customer that will not pay or a demand letter from a competitor. Engagements run as a standing relationship or as scoped projects with a defined deliverable, such as a contract stack or an AI governance program.
Penwell Law schedules redlines, feature reviews and financing documents around the deal, the launch and the raise.
From entity formation to the first raise
A company's first-year legal decisions arrive in a predictable order. Entity and equity: the operating agreement or bylaws, founder vesting, the option plan and the 83(b) election. The first customers: terms of service and a privacy policy that match what the product does, then the first negotiated MSA when a customer's procurement team refuses the click-through terms. The first enterprise deal: the DPA, the security addendum, indemnity and limitation of liability, and the SOC 2 report the customer's security team requests. The first raise: the SAFE or priced round, investor rights, the diligence request list and a data room organized for diligence. Each has a standard form and a small set of terms that need negotiation.
Why an AI or SaaS company in particular
A software company's legal exposure comes from its product: the data it collects, the data its model was trained on, the promises in its output terms, and what the customer contract says happens when the model is wrong. Penwell Law drafts the privacy policy, the DPA, the acceptable-use policy and the AI governance documentation to agree with each other and with the code, because a regulator or an enterprise buyer will read all four.
Where the practice draws its lines
Penwell Law is a California practice advising on California and federal law. It counsels U.S. companies on European regimes, including the GDPR, the EU AI Act and the Digital Services Act, when their users or data reach Europe. With customers in Europe and the United Kingdom, Penwell Law handles the contracting for cross-border data transfers and foreign-law counterparties, and brings in local counsel where a foreign-law opinion is required. The practice resolves disputes through negotiation, settlement and the administrative process, where it brings lead-counsel experience in federal administrative hearings; matters that require a trial team are referred to litigation counsel. Patent prosecution is outside the practice.
Common questions
Frequently asked questions
What does an outside general counsel do for a startup?
An outside general counsel handles the company's legal work as a standing relationship without the cost of an in-house hire: customer and vendor contracts, privacy and data protection, employment and contractor agreements, equity and investor documents, regulatory questions and early dispute handling. Penwell Law serves in that role, sometimes called fractional general counsel, for AI, SaaS and technology companies in California and nationally.
Does Penwell Law work with seed-stage and pre-revenue companies?
Yes, and first-year matters are the most common: entity formation and equity, the first terms of service, the first negotiated customer contract and the first raise.
How does Penwell Law work with a startup?
Penwell Law works as standing outside general counsel to founders and their teams, or on a scoped project such as a contract stack, a data processing agreement or an AI governance program. Either way, the work is scheduled around the sales cycle, the raise and the launch date.
Is Penwell Law a good fit for an AI company specifically?
Yes. The practice centers on AI and SaaS products: platform terms, data processing agreements, training-data and model-output questions, AI governance documentation for enterprise buyers, and privacy under CCPA/CPRA and GDPR.
Writing
Liam writes on the legal questions behind building and shipping technology: AI governance, privacy, and content rights. Read the blog →
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Based in Burlingame, California, working with clients and teams across Silicon Valley, the Bay Area, and nationally.
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