Start-up General Counsel (Founding)

Founding Startup Counsel / Outside General Counsel Transportation Technology Startup — Fixed Deferred Legal Package \+ Ongoing Counsel Relationship **Remote \| Contract / Outside Counsel** HOSoptima is an early\-stage transportation technology company focused on Hours\-of\-Service compliance, driver competency, fleet safety, and eventually compliance intelligence using fleet and Electronic Logging Device data. We are currently bootstrapped and pre\-revenue. Our immediate focus is commercialization: getting our first fleet pilots into the market, converting successful pilots into paying customers, building our founding team, establishing technology and industry partnerships, and putting the legal foundation in place to do all of that correctly. We are looking for one experienced startup attorney to become our primary outside counsel. This is not a request for free legal work. We want to agree on a defined initial legal package, a fixed price for that package, and a formal deferred\-payment arrangement. If we work well together, our goal is for that attorney to remain HOSoptima’s primary outside counsel as the company grows. What We Need Right Now... We are at the point where several legal pieces need to be put in place before we begin signing contributors, pilots, customers, and strategic partners. The initial engagement would be focused on getting HOSoptima commercially ready. We expect the first legal package to include the following areas. Corporate and Governance Review Review our current company structure and corporate records and identify anything that should be corrected or completed before meaningful revenue or future investment. This may include: * incorporation and governing documents; * founder documentation; * capitalization and equity records; * board/shareholder approvals; * vesting and equity structures; * corporate recordkeeping; * founder\-control considerations; and * recommendations for anything that should be cleaned up now rather than later. Founding Team, Advisors, Contractors and Sales Partners HOSoptima is currently assembling an experienced group of transportation professionals who may participate as operators, advisors, commercial partners, consultants, specialists, or future executives. We need counsel to help us structure and document those relationships properly. This includes things such as: * independent\-contractor agreements; * advisor agreements; * confidentiality agreements; * invention and IP assignments; * milestone\-based equity arrangements; * sales commission agreements; * referral agreements; * termination provisions; * work\-product ownership; * worker\-classification questions; and * appropriate corporate approvals. This is one of our most immediate priorities. Customer and Fleet Pilot Agreements We expect our first commercialization efforts to involve fleet pilot programs. We need a practical contracting framework that can take us from an early pilot into a paid SaaS/customer relationship. This may include: * pilot or evaluation agreement; * master services agreement; * SaaS agreement; * order form; * statement of work; * confidentiality; * data rights; * limitation of liability; * indemnification; * termination; * renewals; * expansion terms; and * reasonable enterprise procurement language. We want documents that protect the company without making it unnecessarily difficult for a customer to say yes. Intellectual Property We need to make sure HOSoptima owns what is being created for the company. This includes: * founder IP assignments; * contractor/advisor invention assignments; * software and source\-code ownership; * training content; * assessment and certification materials; * proprietary methodologies; * trademarks; * licensing issues; * confidentiality; and * trade\-secret protection. Data, Privacy and Technology As HOSoptima develops, we expect to work with fleet information, driver information, assessments, training records, credentials, and potentially ELD and telematics data. We need practical guidance and initial documentation covering areas such as: * privacy policy; * terms of use/service; * customer data rights; * driver information; * data ownership; * consent; * retention; * security obligations; * third\-party processors; * aggregation and de\-identification; * AI\-related use of information; * API and integration agreements; * data\-sharing provisions; and * ownership of derived information. Transportation, Product Claims and Liability HOSoptima operates in a regulated transportation environment. We are building separate transportation and HOS subject\-matter expertise, so we are not expecting our attorney to become our Hours\-of\-Service expert. We do need counsel to help us understand the legal risk surrounding: * FMCSA\-related product claims; * private HOS certification; * compliance representations; * disclaimers; * customer reliance; * AI\-assisted compliance information; * driver and fleet liability; * risk scoring; * insurance\-related use cases; and * avoiding any implication of government or FMCSA endorsement. Initial Strategic and Commercial Agreements We also want the ability to work with potential: * ELD and telematics companies; * commercial fleets; * safety consultants; * trucking organizations; * insurers and brokers; * training organizations; * CDL schools; and * referral or channel partners. The initial package should give us a practical starting framework for NDAs, referrals, partnerships, licensing, integration and similar commercial relationships. How We Would Like to Structure the Initial Engagement... Rather than asking an attorney to run an unlimited deferred balance, we would prefer to agree on a defined initial legal package and a fixed fee. Our proposed starting point is: $20,000 fixed fee for the initial HOSoptima legal foundation and commercialization package. Payment would be formally deferred until the earlier of: * HOSoptima reaching approximately $100,000 in cumulative collected customer revenue; or * HOSoptima completing a meaningful financing event. This is our proposed starting structure, not a take it or leave it. We expect an experienced attorney to review the scope and tell us whether the price and structure are reasonable. We are open to discussing: * a different fixed fee; * a phased fixed\-fee structure; * a reduced startup rate for work falling outside the package; * a maximum deferred balance; * partial payment after earlier revenue milestones; * payment installments once revenue begins; * and, where ethically and legally appropriate, a modest equity component. We would rather have a straightforward conversation about economics at the beginning than create uncertainty later. Ongoing Outside General Counsel Relationship The initial package is intended to get HOSoptima commercially ready. After that work is completed, we want the selected attorney to remain our primary outside counsel if the relationship is working well. Ongoing matters may include: * customer contract negotiations; * reviewing enterprise procurement terms; * contributor and compensation questions; * equity matters; * ELD and technology agreements; * privacy/data questions; * strategic partnerships; * employment questions; * corporate governance; * product and marketing claims; * insurance/liability matters; and * day\-to\-day founder questions. We do not expect one attorney to personally specialize in every legal discipline. We do want someone who can act as our legal quarterback—handling the matters within their expertise and telling us when specialized tax, securities, employment, privacy, patent, transportation\-regulatory, insurance or other counsel should be involved. Who We Are Looking For We are particularly interested in attorneys who have worked directly with founders and early\-stage companies. Experience in some combination of the following is helpful: * startups; * SaaS; * commercial technology contracts; * corporate governance; * founder and equity matters; * APIs and data licensing; * privacy/security; * artificial intelligence; * transportation or logistics; * trucking or fleet technology; * telematics or ELDs; * insurance/insurtech; * compliance technology; or * another regulated industry. We are more interested in practical judgment than law\-firm pedigree. We want someone who is comfortable saying both: “You need legal protection here.” and: “You’re making this more complicated than it needs to be.” What We Hope This Relationship Becomes We are not looking for someone to prepare a few templates and disappear. We want an attorney who gets to know HOSoptima, understands the business, and becomes the first person we call when legal judgment is needed. If the company grows the way we intend, the amount and sophistication of the legal work should grow with it. This is currently an outside\-counsel relationship, not a salaried General Counsel position. Application Questions **1\. Based on the scope above, would you consider a fixed\-fee deferred engagement?** Our proposed starting point is $20,000 for the initial legal package, payable upon the earlier of approximately $100,000 in cumulative collected customer revenue or a meaningful financing event. Please tell us whether you believe that structure is workable and, if not, what structure you would propose instead. **2\. What would you include—and what would you specifically exclude—from an initial legal package like this?** We are looking for an attorney who will help us prioritize rather than simply agree with our list. **3\. Have you previously served as outside or fractional General Counsel to an early\-stage company?** Please briefly describe the stage of the business and the types of matters you handled. **4\. Do you have experience with SaaS, technology, transportation/logistics, data/privacy, insurance, compliance technology, AI, ELD/telematics, or another regulated industry?** Please describe the most relevant experience. **5\. If selected, are you interested in remaining HOSoptima’s primary outside counsel after the initial package is completed?** Pay: $95,500\.00 \- $116,000\.00 per year Work Location: Remote