Startup General Counsel | Chief Legal Officer

Company Overview
HOSoptima is an AI-powered Hours of Service (HOS) compliance platform revolutionizing how logistics fleets and independent drivers manage regulatory compliance and optimize uptime. Our predictive compliance technology integrates seamlessly with Electronic Logging Devices (ELDs) and commercial insurance systems to reduce risk, streamline compliance, and improve fleet performance.

We are currently finalizing partnership negotiations with two strategic companies:

• (technology & development partner).
• (go-to-market & customer acquisition partner).

These partners will contribute development resources and GTM capabilities in exchange for a structured revenue share + future equity conversion arrangement.

Role Overview

We are seeking experienced legal counsel to:

• Facilitate the structuring and execution of these partnership agreements.
• Draft and negotiate joint venture, licensing, and revenue-sharing contracts that align partner incentives while protecting HOSoptima’s majority ownership and IP.
• Incorporate a new subsidiary, draft IP license agreements, structure governance (board, supervoting, veto rights), and prepare for pre-seed fundraising.
• Ensure all agreements are investor-friendly, leaving us with a clean cap table and no perpetual revenue encumbrances.
• File provisional patents on our core IP

The compenstation for this role will be deferred-fee with equity participation.

Engagement Goals

We need a strategic legal partner who can:

• Structure and negotiate partnership and revenue-sharing agreements.
• Protect HOSoptima’s control and IP while aligning partner incentives.
• Handle corporate structuring.
• Draft/negotiation of licensing, technology transfer, and strategic alliance agreements.
• Support governance, board structure, and supervoting/dual-class protections.
• Prepare company for investor diligence and fundraising, ensuring agreements are investor-friendly.
• (Optional but a plus) Manage provisional patent filings for our AI/compliance innovations.

Scope of Work (Deferred Fee + Equity)

I. JV / Partnership Structuring

• Draft and negotiate development agreement for a 3rd partner company.
• Draft and negotiate GTM agreement for a 3rd partner company.
• Define KPIs, performance-based vesting, revenue-share to equity conversion mechanics.
• Structure buyout and termination protections.

II. Corporate Governance & Control

• Incorporate a Delaware C-Corp subsidiary.
• Draft IP license agreements.
• Refine board structure, governance protections, and supervoting rights.
• Prepare stockholder agreements and protective provisions.

III. Strategic Transactions

• Advise on corporate structuring.
• Draft/review commercial SaaS contracts, pilot agreements, and licensing deals.
• Ensure exclusivity, non-compete, and IP protections in all partner relationships.

IV. Fundraising Readiness

• Align partner agreements with investor expectations.
• Ensure a clean, investor-friendly cap table.
• Support preparation of legal diligence package for Pre-Seed.

V. (Optional Add-On)

• Draft and file provisional patents.
• Coordinate with specialist patent counsel if needed.

Ideal Profile

• Licensed U.S. attorney (Delaware corporate law expertise strongly preferred).
• 7–15 years experience with venture-backed startups, joint ventures, and licensing deals.
• Comfortable structuring complex equity/revenue share agreements.
• Background in SaaS, AI, logistics, or commercial insurance is a strong plus.
• Experience with fundraising docs, securities compliance, and investor readiness.
• Comfortable with deferred billing and/or equity compensation structures.
• Strategic, founder-friendly mindset — able to protect our long-term control while closing deals quickly.

Compensation

• Deferred legal fees until close of $5M+ seed round
• Fee cap or success-based structure
• Equity-based advisory grant
• Post-close retainer or ongoing general counsel role

Please submit your resume and a brief note outlining your relevant experience. Include examples of past startup clients, fundraising support, or industry exposure (logistics, insurance, data privacy, or AI/SaaS).

Job Type: Contract

Pay: $230,478.00 - $308,000.00 per year

Benefits:

• Dental insurance
• Flexible schedule
• Health insurance
• Paid time off
• Vision insurance

Application Question(s):

• Are you open to a deferred fee structure — where services are provided now and payment is made after we close our funding round?

If so, do you typically structure this as a capped fee, hybrid retainer, or equity component?

• Have you negotiated or drafted commercial agreements for early-stage SaaS companies — such as pilot agreements, data-sharing contracts, or strategic partnerships?

Any with regulated industries like insurance, transportation, or government?

• Do you have existing relationships with venture or angel investors, and are you open to providing warm introductions or strategic guidance during our fundraising process? If so, please describe your experience or past examples.

Work Location: Remote