What Our Clients Say

OUR PRACTICE AREAS

START UPS & HIGH-TECH

We have vast expertise working with startups and high-tech companies (big and small). We’ve successfully advised hundreds of entrepreneurs and high-tech companies in protecting their interests - enabling them to focus on the business aspects. Our work includes, Founders’ Agreements, Shareholders Agreements, Investment Agreements, SaaS, Terms of Use, Software development agreements, Privacy Policy, Intellectual Property, Legal Opinions etc.

COMMERCIAL

The true value of a lawyer is in his / her ability to first understand the business aspects and the client’s goals, and then adapt the legal concepts to achieve those goals. That is precisely what we do! After understanding your business needs, we provide the best business and legal solutions. This includes partnership agreements, purchase agreements, due diligence, international business negotiations, joint ventures, dispute resolution, contract drafting etc.

DATABASE LAW

Due to the increase in database breaches, governments are tightening their grip, and increasing fines, on companies who fail to abide by the regulatory requirements. It is therefore imperative that companies comply with these requirements to avoid fines, jail time, business disruptions and negative publicity. We provide comprehensive database services, including registration, review, change of purpose or use of information, data protection and privacy requirements.

INTERNET

We provide in depth legal and business solutions for a wide variety of internet related transactions, including software development contracts, SaaS licenses, intellectual property aspects (with a focus on copyrights), open source code licenses, Terms of Use, Privacy Policies, GDPR compliance etc.

BUSINESS

The true value of a lawyer is the additional value that he/she can provide from a business perspective. We have vast businesses experience and are more than happy to share it with you. We truly believe that your success is our success, and are always happy to use our connections to help you advance your business.

PRIVACY

Privacy has become a major concern, both for companies and for their clients. We provide comprehensive services for all your privacy related issues, including Privacy Policies, App Store/Google Play compliance, GDPR compliance, privacy at the workplace (use of cameras, database registration and management) etc.

240

Startups Assisted

239

Happy Clients

10

Years of Experience

Frequently Asked Questions

How is it best to allocate shares between 2 founders?

It is important that you avoid a 50%-50% split as this is a common cause for confrontation and stagnation in making decisions and moving the business forward. Rather make it so one founder has more shares, and accordingly, more voting rights. If you’ve already agreed on a 50%-50% split, then at least make sure you have a good arbitration/mediation clause and a designated third party who acts as a ‘tie breaker’ in the event of deadlocks. The third party can be your lawyer, accountant, or anyone else that you trust.

Do I need a founder's agreement?

Yes! One of the most common documents that I’ve drafted (for clients who either didn’t have legal representation before me, or had inefficient counsel) is a ‘separation agreement’ between founders / partners.

According to research done by CBInsights, the top 3 reasons that startups failure are: no market need, ran out of cash, and not the right team.

There is a reason “not the right team” is #3, and this is a strong indication as to why it is important to have a founder’s agreement (yes, even if it’s your best friend from kindergarten, your father or your spouse).

If you don’t have money to pay a lawyer to draft one, then either use something from the internet*, or draft your own – but make sure that you cover the below points (*Clarification: I am not encouraging the use of legal documents from the internet, because each document should be tailored to your specific needs. Nevertheless, if you don’t have any agreement, and don’t have money to pay for one, this is the lesser evil for now). Subject that you must cover:

  1. Allocation of shares – how many shares each founder gets and when.
  2. Who does what and by when (deadlines / milestones / minimum of monthly hours)
  3. How are decisions made and what happens if there is a ‘tie’ / deadlock (assuming you have an even number of decision makers).
  4. How you fire / terminate employment of a founder?
  5. Arbitration / Mediation clause.

Do I need to sign an agreement with the person / company who is creating my website / application?

Short answer: yes! Such an agreement is often called a “Service Agreement”, “Development Agreement” or “software development agreement” and you should definitely have one.

Long answer: I can’t tell you how many clients have come to me after having a conflict with the company or person who is developing their website or mobile application. If you don’t have an agreement, there is high chance that eventually a conflict or misunderstanding will arise. In the best case, the project will be delivered late and at an extra cost. In the worst case, all their time and money goes down the drain because the programmer does not want to complete the project and just stops in the middle, or delivers an inferior product.

Any programmer that doesn’t offer you an agreement (or sign one that you offer them), isn’t as professional as they want you to think they are and there is a high chance that you will have a conflict somewhere along the way. Additionally, considering that developing a mobile app or a website can cost anywhere between $2,000 – $100,000*, it is well worth it to have a lawyer draft such an agreement [*if you are creating a small/simple website which costs less than the above, you could risk drafting your own agreement – just be sure to cover the below points].

The service agreement should include (at minimum) the following issues*:

  1. A waiver giving your ownership to anything the programmer creates (Intellectual Property).
  2. A clear description of the project – what needs to be done, what the final result will be / look like / functions (in as much detail as possible).
  3. A schedule: dates, deadlines and milestones to achieve the end result.
  4. The payment schedule and method: when, what currency and what method of transfer. Make sure payments are in accordance with progress – only after each stage has been completed, should payment be made, with at least 20% left for as long as possible (a few weeks to a few months – depending on the project) after the delivery of the project, in case any errors/bugs are discovered.
  5. Conflict resolution clause. This could be arbitration, mediation or any other method you agree with.

* The agreement usually includes many more issues and can be anywhere between 5-9 pages, not including attachments.
Although the above issues may not sound like they require a lawyer to draft them, the importance is in the details, and these can only be recognized from experience – so preferably a lawyer who has done such projects himself (we happen to know one 🙂 ).

I paid a programmer to create a website for me, do I own the intellectual property rights?

Not necessarily. The answer depends on the legal jurisdiction (the laws) that apply in your country (or the place in which the transaction took place), and the specific facts (for example: what was agreed between you and the developer, and how was it agreed – verbally? In writing?).

The copyright laws of many western countries usually state, that the default status is that the person who creates the ‘work’ (in this case your website), is the owner of that creation (assuming he didn’t copy it from someone else). Therefore, in the above example, the programmer will be the owner of the rights in the website.

That said, there are a few exceptions:

  1. If you, the client, order a ‘work’ (i.e. a website), and agree (explicitly, and in some cases also implied) that you will own the rights, then you will in fact own the rights despite the above mentioned default.
  2. If the website was created by an employee during, and as part, of his ‘day job’, then his employer (his boss) may own the rights to the website – unless agreed otherwise. For example: if your programmer works for IBM, and whilst at the office he takes some time to create your website, then his employers (IBM) may own your website seeing how it was created by their employee who is under contract with them.

There are other exceptions and exclusions, which is why it is so important to understand all the facts and the specific situation and consult with an attorney. Most consultations of this sort shouldn’t be too costly.

Can I work on my startup while being employed at a company (my day job), without risking my ownerships rights (in my startup)?

It depends on the local laws, and also on the what your employment contract states. Some laws state that any ‘creation’ (for example you mobile app), created during and for, your employer, will be owned by your employer – unless agreed otherwise. Additionally, and even if such laws don’t apply, many employment contracts, and especially those in high-tech companies, might not permit you to work on other projects whilst being employed by them, and/or state (in your employment contract) that such work is an infringement of your employment agreement. Additionally, even if your employment contract doesn’t prevent you from working on other personal projects, it may state that the ownership rights to whatever you create, will be theirs (your current employer) – which is obviously something you want to avoid (which you can). There are some fairly easy ways to avoid this. Feel free to contact us for consult.

Meet the specialist

download-222x300-222x300

Att. Assaf Ben-David – Managing Partner

Your success is my success! I’ll help you find a solution to all your legal and business needs.