Outside general counsel for AI and SaaS startups

What outside general counsel covers at a startup

A software company's first customer contract, privacy policy and investor documents arrive before its first legal hire. 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 outside general counsel relationship or as scoped projects with a defined deliverable, such as a contract stack or an AI governance program.

Penwell Law returns redlines inside the deal's timeline, reviews features before their launch dates, and prepares financing documents on the founder's schedule.

The founder questions, answered in order

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.

How the practice works with product, engineering and sales

Penwell Law reviews features while they are still design documents, joins sales negotiations at the term-sheet stage, and gives founders a recommendation on incomplete facts when a decision is due that week, naming the risk and the trade-off. Recurring questions become templates, playbooks and self-serve guidance: the order form and its fallback positions, the DPA and its schedules, standard security questionnaire answers and the acceptable-use policy, so a repeat deal takes hours of legal time instead of a week. Customers in Europe and the United Kingdom bring cross-border data transfers and foreign-law counterparties; Penwell Law handles the contracting, advises on the exposure, and brings in local counsel where a foreign-law opinion is required. Security terms are negotiated as legal commitments, and when an incident happens Penwell Law runs the notification analysis under California Civil Code section 1798.82 and the customer contracts.

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.

For the SoftBank Vision Funds, Liam J. Penwell reviewed investments and divestments for compliance with SEC and UK FCA regulation. He also brings two decades of owning and licensing intellectual property; his production company's clients included Google, Uber, LinkedIn, Salesforce and Twitter. He has worked on both sides of technology deals, as compliance counsel to an investor and as a licensor of intellectual property.

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, as compliance exposure when their users or data reach Europe. 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. Penwell Law does not handle patent prosecution.