Up Up Down Down Left Right Left Right B A Start

If you recognize this post’s title, then you are always welcome at my table. For those of you in the dark, the title of this post is the secret code from the video game Contra. The Contra secret code let the video game player begin Contra with 30 lives.

30 lives on Contra was virtual invincibility. Enter the secret code, you will beat the game. (Presuming of course, you have an ounce of video game skills.)

Unfortunately, there is no 30 lives cheat code that can be woven into your startup legal documents. Whether you got your documents on the cheap from LegalZoom or you paid top dollar for a large law firm to draft them, your legal docs are not a shield of invincibility. Your startup can have the prettiest set of legal documents ever drafted and your startup still may not beat the game.

Instead, startup legal documents are a safety net.

What if a co-founder decides to bolt? Good startup legal documents make sure your startup doesn’t free fall to the ground (i.e., vesting schedule and company repurchase option). What if your startup’s rockstar developer claims ownership of the startup’s IP? Good startup legal documents make sure your startup doesn’t go down in flames (i.e., inventions assignment agreement).

Legal documents assist your startup along its path, but they don’t guarantee your startup will be successful. I’m a startup lawyer and earn my living drafting documents for startups. But I never have–and never will–draft a legal document containing anything equivalent to the Contra 30 lives secret code.

You Might Also Like:  Please Do Not Hire Google, Esq.
Startup Issues,

16 thoughts on “Up Up Down Down Left Right Left Right B A Start

  1. not to nitpick but since you're a lawyer, i'll bite. it's … B A B A select start, and people always seem to leave that last b-a-select part off.

    also, a serious question – is there a good website for boilerplate startup founder agreement documents for people who are comfortable editing contracts? i'm not a lawyer but i've done a good bit of BizDev contract negotiation and so i'm comfortable starting with a solid template. Sure, you're going to tell me i should get a lawyer and I probably will, but I don't want to have them start tabula rasa – it costs a lot more. i'd rather give my lawyer a document that i've poured a few hours into and that captures what i want beforehand. @rubyrescue

  2. not to nitpick but since you're a lawyer, i'll bite. it's … B A B A select start, and people always seem to leave that last b-a-select part off.

    also, a serious question – is there a good website for boilerplate startup founder agreement documents for people who are comfortable editing contracts? i'm not a lawyer but i've done a good bit of BizDev contract negotiation and so i'm comfortable starting with a solid template. Sure, you're going to tell me i should get a lawyer and I probably will, but I don't want to have them start tabula rasa – it costs a lot more. i'd rather give my lawyer a document that i've poured a few hours into and that captures what i want beforehand. @rubyrescue

  3. I haven't played the game in 20 years, so I can't verify whether the extra B-A was required. But, the "select" was only if you were choosing a 2-player game instead of one.

    I have no problem with you working on documents. My only advice is that it can cost just as much to review something a client worked on than just starting with something a lawyer is familiar with.

    Try this link for some docs: 25 Startup Law Resources

  4. I haven't played the game in 20 years, so I can't verify whether the extra B-A was required. But, the "select" was only if you were choosing a 2-player game instead of one.

    I have no problem with you working on documents. My only advice is that it can cost just as much to review something a client worked on than just starting with something a lawyer is familiar with.

    Try this link for some docs: 25 Startup Law Resources

  5. Another nitpick – it's the 'Konami Code' and is used in many more games than just Contra.

    There aren't many lawyers in my part of the world who do tech startup stuff – would it best to go to a more 'hip' part of the country (DC would be the closest?) and talk to a law firm there?

  6. Another nitpick – it's the 'Konami Code' and is used in many more games than just Contra.

    There aren't many lawyers in my part of the world who do tech startup stuff – would it best to go to a more 'hip' part of the country (DC would be the closest?) and talk to a law firm there?

  7. Adam,

    I realize that code is used for other games. Sure, try D.C. for a law firm. Whatever makes you feel most comfortable.

  8. Adam,

    I realize that code is used for other games. Sure, try D.C. for a law firm. Whatever makes you feel most comfortable.

  9. Great Link – thanks! I also didn't know that the select was for two player, it's great that i'm still learning about Konami products two decades later 🙂

  10. Great Link – thanks! I also didn't know that the select was for two player, it's great that i'm still learning about Konami products two decades later 🙂

  11. Chad-

    Apparently I didn't have any friends to play Contra with…

  12. Chad-

    Apparently I didn't have any friends to play Contra with…

  13. A.) I notice your posts are heavy on the "company must OWN its IP" theme. That seems simple and easy enough…thanks for hammering that point.

    B.) you also posted the "7 legal documents for your tech startup", and "Startup Docs from TheFunded .com", good stuff.

    But what I'm wondering is which docs does a company need, when? Surprisingly I cannot seem to find this in any bestselling book. In other words why doesn't someone simply say "Just to get established, protected, and compliant go to a lawyer and have them write up this an this, once you have cofounders or investors have your lawyer write such and such, and once you are ready to do business you need such and such documents…"

    A comprehensive map of the documents needed at each stage would help new entrepreneurs with LIMITED FUNDS execute the formation of their company as it grows…

    Ugh, long winded, thanks again, North.

    1. It's a simple point, but it does take a lot of coordinated docs. To form the entity, you need the charter (filed with the secretary of state). For corporate governance issues, you need the bylaws. For IP issues, you need the tech assignment (as part of the stock purchase agreement) and the proprietary inventions agreement.

      I'd say you need all those docs to properly get started.

  14. A.) I notice your posts are heavy on the "company must OWN its IP" theme. That seems simple and easy enough…thanks for hammering that point.

    B.) you also posted the "7 legal documents for your tech startup", and "Startup Docs from TheFunded .com", good stuff.

    But what I'm wondering is which docs does a company need, when? Surprisingly I cannot seem to find this in any bestselling book. In other words why doesn't someone simply say "Just to get established, protected, and compliant go to a lawyer and have them write up this an this, once you have cofounders or investors have your lawyer write such and such, and once you are ready to do business you need such and such documents…"

    A comprehensive map of the documents needed at each stage would help new entrepreneurs with LIMITED FUNDS execute the formation of their company as it grows…

    Ugh, long winded, thanks again, North.

    1. It's a simple point, but it does take a lot of coordinated docs. To form the entity, you need the charter (filed with the secretary of state). For corporate governance issues, you need the bylaws. For IP issues, you need the tech assignment (as part of the stock purchase agreement) and the proprietary inventions agreement.

      I'd say you need all those docs to properly get started.

Leave a Reply

Your email address will not be published. Required fields are marked *