Why "later" gets expensive
A common pattern: a founder forms the company, gets an EIN, opens a bank account and starts building. The legal documents wait for "later."
Later usually arrives as a co-founder dispute, an investor's due-diligence list or an acquirer's questions. By then the documents get written under pressure, by people who may no longer agree on what they meant.
The fix is to put these five in place early, ideally before real work or real money changes hands.
1. Operating agreement or bylaws
For an LLC it's the operating agreement; for a corporation, the bylaws, often with a stockholders' agreement alongside. It sets who owns what, who decides and what happens when an owner leaves; without one, your state's default rules decide. Why your LLC operating agreement actually matters covers what it should include.
2. IP assignment agreement
What it is
An IP assignment agreement transfers the intellectual property created for the company (code, designs, inventions, content) to the company, instead of leaving it with the person who made it.
What it should cover
- Assignment of IP created for the company, including work done before formation
- What counts as company IP and what stays a personal project
- A schedule of excluded prior inventions
- The assignor's confirmation that they have the right to assign
- Cooperation with later patent or trademark filings
Some states limit how far an employee's invention assignment can reach, so scope it with counsel.
Why it can't wait
If a co-founder writes the core code and leaves without signing an assignment, the company may not clearly own that code. Investors and acquirers check IP ownership in due diligence, and a gap can delay or end a deal.
3. Founder vesting agreement
A vesting agreement makes each founder's equity vest over time, commonly four years with a one-year cliff, so the company and the remaining founders are protected if someone leaves early. Set it up with the first grant; if the stock vests over time, the holder has 30 days from the grant to file an 83(b) election with the IRS. Vesting schedules explained covers cliffs, acceleration and what's typical by role.
4. Revenue-share agreement (if anyone earns a share of revenue)
If anyone earns a share of revenue, instead of or alongside equity, sign the terms before the first payment: terms agreed over email are hard to prove once real money arrives. Revenue share agreements: the terms to write down covers each term, and business revenue splitting works through the math.
5. Confidentiality agreement (NDA)
What it is
An NDA obliges the people you share sensitive information with to keep it confidential and use it only for the agreed purpose.
What it should cover
- What counts as confidential information
- Each party's duty to protect it
- Permitted disclosures (legal requirements, advisors bound by confidentiality)
- How long the obligation lasts
- Remedies for a breach
When to use one
From the start you share business plans, financials, customer lists and technical details. Trade-secret law protects some of that without an NDA, but a signed agreement makes the obligations explicit.
Use NDAs with contractors, vendors and prospective partners. Employees usually sign confidentiality terms with their IP assignment. Most investors won't sign an NDA to see a pitch deck, so share decks selectively instead.
What HYVV drafts, and what it doesn't
Agreements drafts the governing agreement from your company record (an operating agreement for an LLC, a stockholders agreement for a corporation) and revenue-share contracts from each deal's terms, and everyone signs them inside HYVV. Documents are drafted from HYVV templates and the terms you set, signed inside HYVV, and stored with a SHA-256 fingerprint.
If you form with Hyper Formation, the Core tier includes the operating agreement or bylaws, and the Startup tier adds founder shares with vesting, the 83(b) election, IP assignment and revenue-share agreements. HYVV drafts the 83(b) election from the grant and tracks the 30-day clock. You sign it and mail it to the IRS. Pricing lists what each tier includes.
NDAs with contractors and partners are not part of either, so use your own. Templates are a starting point: have counsel check IP scope and vesting terms in particular.