Startup Operational Contracts

Disclaimer: These are educational scaffolds. Have a licensed attorney review before execution, especially for equity instruments, revenue share arrangements, or deals over $10K.

1. Independent Contractor / Freelancer Agreement

Use for any project-based engagement with a non-employee.

INDEPENDENT CONTRACTOR AGREEMENT

Company: [Your Company Name] ("Company")
Contractor: [Name / Entity] ("Contractor")
Effective Date: [Date]

1. SERVICES
Contractor will perform the following services ("Services"):
[Describe specifically: "Design 5 landing page mockups in Figma" / "Build a Stripe integration" / etc.]

Deliverables:
1. [Deliverable 1 — specific and measurable]
2. [Deliverable 2]
3. [Deliverable 3]

Timeline:
Start: [Date]
Milestones: [List if applicable]
Final delivery: [Date]

2. COMPENSATION
[Option A — Fixed price]:
Total fee: $[X]
Payment schedule: $[X] on signing; $[X] on [milestone]; $[X] on final delivery

[Option B — Hourly]:
Rate: $[X]/hour
Estimated hours: [X] (not to exceed [X] without written approval)
Billing cycle: [Weekly / Bi-weekly / Monthly]
Invoiced by: [Contractor] to [email]
Payment terms: Net [15] days from invoice

3. EXPENSES
[Option A]: All expenses included in fee above.
[Option B]: Company will reimburse pre-approved expenses with receipts, within [15] days.

4. INDEPENDENT CONTRACTOR STATUS
Contractor is an independent contractor, not an employee.
Contractor is responsible for: all federal and state taxes on compensation,
own equipment and tools, own insurance, own benefits.
Company will not withhold taxes; will issue 1099-NEC if required.

5. INTELLECTUAL PROPERTY — WORK FOR HIRE
All work product, deliverables, code, designs, and materials created by Contractor
under this Agreement ("Work Product") are works made for hire owned by Company.
To the extent Work Product does not qualify as work made for hire under applicable law,
Contractor irrevocably assigns to Company all right, title, and interest in Work Product,
including all intellectual property rights.

Contractor represents Work Product will be original and will not infringe third-party rights.
Contractor will not incorporate third-party proprietary code or open source code with
copyleft licenses (GPL, AGPL) without Company's written approval.

6. CONFIDENTIALITY
Contractor will keep all Company Confidential Information strictly confidential
and will not use it except to perform Services.
This obligation survives termination for [3] years.

7. NON-SOLICITATION
During the term and for [12] months after, Contractor will not solicit Company's
customers, employees, or contractors that Contractor became aware of through this engagement.

8. REPRESENTATIONS
Contractor represents:
(a) Contractor has the right to enter this Agreement;
(b) Performance will not breach any other agreement;
(c) Contractor has no prior employer IP claims on the Services.

9. TERMINATION
Company may terminate with [7] days' written notice; pays for work completed.
Contractor may terminate with [14] days' written notice.
Either may terminate immediately for material breach.

10. GOVERNING LAW
Missouri law governs.

Company: _____________________ Date: _________
Contractor: __________________ Date: _________

2. Beta Tester / Pilot Agreement

Use when giving early users free or discounted access in exchange for feedback.

BETA PARTICIPATION AGREEMENT

Company: [Your Company Name] ("Company")
Beta User: [Name / Company] ("User")
Effective Date: [Date]
Beta Period: [Start Date] to [End Date]

1. BETA ACCESS
Company grants User access to [Product Name] ("Beta Product") during the Beta Period
for the purpose of evaluating and providing feedback.

Access type: [Full / Limited feature set — describe]
Number of seats: [X] users

2. BETA FEES
[Option A — Free]: Beta access is provided at no charge during the Beta Period.
[Option B — Discounted pilot]: $[X]/month (regular price: $[X]/month)
[Option C — Paid pilot with conversion discount]:
  Pilot fee: $[X] for [X] months
  If User converts to paid subscription: $[X] credit applied to first invoice

3. FEEDBACK
User agrees to:
- Participate in [monthly] feedback sessions with Company ([X] hours total)
- Complete [X] structured feedback survey(s)
- Report bugs and issues via [Slack / email / in-app tool] within [2] business days of discovery
- Designate [Name] as primary feedback contact

4. COMPANY OBLIGATIONS
Company will:
- Provide reasonable support during the Beta Period
- Consider User feedback for product improvements (no obligation to implement)
- Give User [X] days' advance notice before major changes or discontinuation

5. FEEDBACK OWNERSHIP
User grants Company a perpetual, royalty-free license to use feedback and
suggestions without obligation or compensation.
Company may incorporate User's ideas without attribution or payment.

6. BETA PRODUCT STATUS
User acknowledges that the Beta Product:
- Is not a final product and may have bugs, errors, or instability
- May be materially changed or discontinued
- Is provided "as is" without warranty

7. CONFIDENTIALITY
User will keep all aspects of the Beta Product confidential, including features,
performance, and existence of the beta program, unless Company gives written consent.
User will not publicly review, benchmark, or publish screenshots of the Beta Product
without Company's written approval.

8. INTELLECTUAL PROPERTY
Company retains all IP in the Beta Product. Beta access is a limited license only.

9. LIMITATION OF LIABILITY
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES ARISING FROM USER'S USE
OF THE BETA PRODUCT. COMPANY'S LIABILITY IS LIMITED TO REFUND OF BETA FEES PAID.

10. CONVERSION
At the end of the Beta Period:
[Option A]: User may convert to a paid subscription at [current / discounted] rate.
[Option B]: Access ends unless User executes a separate subscription agreement.
[Option C]: User has [X] days to decide; Company will provide a commercial proposal.

11. GOVERNING LAW
Missouri law governs.

Company: _____________________ Date: _________
User: ________________________ Date: _________

3. Revenue Share Agreement

Use when sharing revenue with a partner, referral source, or joint venture.

REVENUE SHARE AGREEMENT

Party A: [Your Company Name] ("Company")
Party B: [Partner Name / Entity] ("Partner")
Effective Date: [Date]

1. PURPOSE
Company and Partner agree to share revenue generated from [describe: joint product /
referrals / co-developed solution / reseller arrangement / other].

2. REVENUE DEFINITION
"Shared Revenue" means [gross / net] revenue received by [Company / both parties]
from [new customers introduced by Partner / joint offering / specific product line].

Exclusions from Shared Revenue:
- Taxes, duties, and government charges
- Refunds and chargebacks
- [Any other exclusions]

3. REVENUE SHARE
[Option A — One-way]:
Company will pay Partner [X]% of Shared Revenue.

[Option B — Two-way]:
Both parties share revenue as follows:
Company receives: [X]%
Partner receives: [X]%

Attribution: Revenue is attributed to Partner when [customer was referred by Partner /
customer uses Partner's code / other mechanism].
Attribution window: [X] days from first contact.

4. PAYMENT
Calculation frequency: [Monthly / Quarterly]
Payment timing: Within [30] days after each calculation period closes
Minimum payment threshold: $[X] (amounts below threshold roll to next period)
Payment method: [ACH / wire / check]
Reporting: Company will provide itemized revenue report with each payment

5. AUDIT RIGHTS
Partner may audit Company's revenue records relevant to this Agreement once per year,
with [30] days' written notice, at Partner's expense.
Company must retain relevant records for [3] years.

6. TERM
Initial term: [12] months
Auto-renewal: [Yes — unless either party provides [30] days' notice before expiration]
Either party may terminate with [60] days' written notice after the initial term.

7. TERMINATION EFFECTS
Revenue share continues on existing customers for [X] months / [option: indefinitely]
after termination.
No revenue share on new customers acquired after termination date.

8. CONFIDENTIALITY
Both parties keep revenue figures, customer counts, and terms of this Agreement
confidential.

9. EXCLUSIVITY (if applicable)
[Option A]: This is exclusive — Partner will not enter revenue share arrangements
with Company's direct competitors during the term.
[Option B]: Non-exclusive — Partner may enter similar arrangements with others.

10. GOVERNING LAW
Missouri law governs.

Company: _____________________ Date: _________
Partner: _____________________ Date: _________

4. Letter of Intent (LOI) — Business Deals

Use to document intent before full legal agreements are drafted for partnerships, acquisitions, or major deals.

LETTER OF INTENT

Date: [Date]

From: [Your Company Name]
To: [Other Party Name]

Re: [Proposed partnership / acquisition / joint venture / investment / deal description]

Dear [Name],

This Letter of Intent ("LOI") outlines the proposed terms of the above-referenced
transaction between [Your Company] ("Company") and [Other Party] ("Partner").
This LOI is intended to provide a framework for further negotiation and is
[non-binding / binding only with respect to Sections [X] and [Y] — exclusivity, confidentiality].

1. PROPOSED TRANSACTION
[2–3 sentences describing what the deal is. Be specific.]

2. KEY ECONOMIC TERMS
[If acquisition]:
Purchase price: $[X] [cash / stock / combination]
Payment structure: [All cash at close / [X]% upfront, [X]% earn-out over [X] years]
Earn-out: [If any — metrics, period, payment structure]

[If partnership / revenue share]:
Revenue share: [X]% to [Party]
Term: [X months / years]

[If investment]:
Investment amount: $[X]
Instrument: [SAFE / priced round]
Valuation cap / pre-money valuation: $[X]M

3. KEY NON-ECONOMIC TERMS
[List 3–5 important structural terms: exclusivity, geographic scope, IP, governance, etc.]

4. DILIGENCE PERIOD
The parties agree to a [30/45/60]-day period to conduct mutual due diligence.
During this period, each party will provide reasonable access to:
[financial records / customer data / technical systems / key personnel]

5. EXCLUSIVITY
[Option A — Exclusive]: During the [30/45/60]-day period following execution of this LOI,
[Company / both parties] will not solicit, negotiate, or enter into discussions with
any third party regarding a substantially similar transaction.

[Option B — Non-exclusive]: This LOI does not create any exclusivity obligation.

6. CONFIDENTIALITY (BINDING)
Both parties agree that the existence and terms of this LOI and all information
exchanged in connection with this proposed transaction are confidential and will
not be disclosed to third parties without the other party's written consent,
except as required by law.

7. NO BINDING OBLIGATION (EXCEPT AS NOTED)
Except for Sections [5 — exclusivity] and [6 — confidentiality], this LOI is
non-binding and does not obligate either party to consummate the proposed transaction.
A binding agreement will only be created upon execution of a definitive written agreement.

8. EXPIRATION
This LOI expires if definitive agreements are not executed by [Date],
unless extended by written agreement of both parties.

9. GOVERNING LAW
Missouri law governs.

Please indicate your agreement with the above by signing below.

[Your Company Name]
By: _____________________ Title: _________ Date: _________

Agreed:
[Other Party Name]
By: _____________________ Title: _________ Date: _________

5. Speaking / Presentation Agreement

Use when being paid to speak at a conference, corporate event, or webinar.

SPEAKING ENGAGEMENT AGREEMENT

Speaker: [Your Name / Company] ("Speaker")
Organizer: [Event / Company Name] ("Organizer")
Effective Date: [Date]

1. ENGAGEMENT
Speaker agrees to present at:

Event: [Event Name]
Date: [Date]
Time: [Start time] — [End time] (Speaker's presentation: [X] minutes)
Location: [Address / Virtual platform]
Audience: [Approximate size and description]
Format: [Keynote / Panel / Workshop / Fireside chat]

Topic / Title: [Working title]
Abstract (agreed upon):
[2–3 sentence description of the talk]

2. SPEAKER FEE
Speaking fee: $[X]
Expenses: [Included / Reimbursed separately — see Section 3]
Payment: [50% on signing; 50% after event / Net 30 after event]

3. EXPENSES
[Option A — Included in fee]: All travel and accommodation included in fee above.
[Option B — Reimbursed]:
Organizer will reimburse reasonable travel expenses including:
- Airfare: [Economy class / Business class for flights over X hours]
- Hotel: Up to $[X]/night for [X] nights
- Ground transportation
- Meals: Up to $[X]/day
Submit receipts within [15] days of event; reimbursement within [30] days.

4. CANCELLATION
By Organizer [30+] days before event: [X]% of fee paid; expenses reimbursed
By Organizer [< 30] days before event: 100% of fee paid; expenses reimbursed
By Speaker [30+] days before event: Speaker makes reasonable effort to find replacement
By Speaker [< 30] days before event: [X]% of fee returned

Force majeure (pandemic, natural disaster, venue closure): Fee credited toward future engagement.

5. RECORDING AND CONTENT RIGHTS
[Option A — No recording]:
Organizer may NOT record, livestream, or reproduce Speaker's presentation
without separate written agreement.

[Option B — Event recording only]:
Organizer may record and share the session with [event attendees only / publicly].
Speaker retains all other rights.

[Option C — Full rights]:
Organizer may record, livestream, and distribute the presentation.
Organizer grants Speaker the right to use the recording for Speaker's own promotion.

6. SPEAKER'S IP
Speaker retains all rights to presentation content, slides, and materials.
Organizer may not use Speaker's slides for purposes other than the event.

7. PROMOTION
Organizer will:
- Include Speaker bio and headshot in event marketing
- Tag/mention Speaker: [social handles]
- Provide Speaker with promotional materials to share [X weeks] before event

Speaker grants Organizer a license to use Speaker's name, photo, and bio
for event promotion.

8. TECHNICAL REQUIREMENTS
Organizer will provide: [projector / AV system / microphone / screen / clicker]
Speaker requires: [specific AV needs, screen dimensions, adapters]
Organizer will arrange a [30-minute] AV check before Speaker's session.

9. GOVERNING LAW
Missouri law governs.

Speaker: _____________________ Date: _________
Organizer: __________________ Date: _________

6. Software / IP License Agreement (Outbound)

Use when licensing your software or IP to another company.

SOFTWARE LICENSE AGREEMENT

Licensor: [Your Company Name] ("Licensor")
Licensee: [Customer / Partner Name] ("Licensee")
Effective Date: [Date]

1. LICENSE GRANT
Licensor grants Licensee a:
[ ] Exclusive / Non-exclusive
[ ] Sublicensable / Non-sublicensable
[ ] Perpetual / [X]-year term
[ ] Worldwide / [Geographic scope]

license to [use / copy / modify / distribute / embed] the following software:
[Software name and version]

Permitted use: [Describe: internal use / embedded in Licensee's product / resale / SaaS delivery]

2. RESTRICTIONS
Licensee may NOT:
(a) Reverse engineer, decompile, or disassemble the Software
(b) Remove any copyright or proprietary notices
(c) Use the Software beyond the scope defined above
(d) Transfer or sublicense rights without Licensor's written consent
[If non-compete desired]: (e) Use the Software to build a competing product

3. FEES
[Option A — One-time license fee]: $[X], due on signing
[Option B — Annual license fee]: $[X]/year, due on [date]; increases [X]% annually
[Option C — Royalty]: [X]% of Licensee's revenue from products incorporating the Software
[Option D — Usage-based]: $[X] per [API call / user / transaction]

4. DELIVERY AND ACCEPTANCE
Licensor will deliver the Software by [Date] via [method].
Licensee has [30] days to notify Licensor of any material non-conformance.
Failure to notify constitutes acceptance.

5. UPDATES AND SUPPORT
[Option A — Included]: Licensor will provide updates and [X] hours/month of support.
[Option B — Separate]: Updates and support available under separate Support Agreement.
[Option C — As-is]: No updates or support included.

6. INTELLECTUAL PROPERTY
Licensor retains all ownership of the Software. This Agreement grants a license only.
Licensee does not acquire any ownership interest.

7. WARRANTIES
Licensor warrants that:
(a) The Software performs materially as described in the Documentation
(b) Licensor has the right to license the Software
(c) The Software does not infringe any third-party IP

DISCLAIMER: EXCEPT AS STATED, SOFTWARE IS PROVIDED "AS IS."

8. INDEMNIFICATION
Licensor will defend Licensee against third-party claims that the Software
infringes a U.S. patent or copyright, provided Licensee: (a) notifies Licensor
promptly; (b) gives Licensor control of the defense; (c) provides cooperation.

9. LIMITATION OF LIABILITY
LICENSOR'S LIABILITY SHALL NOT EXCEED FEES PAID IN THE PRIOR 12 MONTHS.
NEITHER PARTY IS LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES.

10. TERM AND TERMINATION
[If term license]: Expires after [X] years unless renewed.
Either party may terminate for material breach uncured within 30 days of notice.
Upon termination, Licensee must cease all use and destroy all copies.

11. GOVERNING LAW
Missouri law governs.

Licensor: _____________________ Date: _________
Licensee: ____________________ Date: _________

7. Grant Acknowledgment / Terms of Grant

Use when accepting a non-dilutive grant (Arch Grants, MTC, SBIR, etc.).

GRANT ACKNOWLEDGMENT AND ACCEPTANCE

Grantee: [Your Company Name]
Grantor: [Arch Grants / MTC / SBIR Agency / Other]
Grant Amount: $[X]
Grant Number: [If applicable]
Date: [Date]

By accepting this grant, Grantee agrees to the following:

1. USE OF FUNDS
Grant funds will be used exclusively for:
[Describe approved purposes: product development, hiring, operations, etc.]
Funds may NOT be used for: [List exclusions from grant agreement]

2. REPORTING OBLIGATIONS
Grantee will provide to Grantor:
[ ] Quarterly progress reports by [date each quarter]
[ ] Annual financial report by [date annually]
[ ] Final report within [X] days of grant period end
[ ] Documentation of fund usage upon request

3. COMPLIANCE OBLIGATIONS
[ ] Maintain Missouri domicile / operations during grant period
[ ] Notify Grantor of material changes (pivot, relocation, acquisition) within [X] days
[ ] Comply with all applicable laws and regulations
[ ] Maintain adequate insurance coverage

4. INTELLECTUAL PROPERTY
[Option A — No IP obligation]: Grantee retains all IP developed during grant period.
[Option B — License to Grantor]: Grantee grants Grantor a [non-exclusive / royalty-free]
license to any IP developed using grant funds for [non-commercial / government] purposes.

5. PUBLICITY
Grantee agrees to:
- Acknowledge Grantor's support in relevant publications and presentations
- Notify Grantor of significant milestones for joint press opportunities
- Participate in [X] Grantor-organized events or cohort activities per year

6. REPAYMENT
[Option A — Non-repayable]: This grant is not subject to repayment if Grantee
fulfills its obligations.
[Option B — Conditional repayment]: If Grantee [relocates / is acquired / violates terms]
within [X years], Grantee will repay [pro-rated / full] grant amount within [X] days.

7. RECORDS RETENTION
Grantee will maintain records of grant expenditures for [5] years
and make them available to Grantor upon request.

Grantee: _____________________ Title: _________ Date: _________