Technology Start-Up Services

A technology start-up is built on two things: the technology, and the agreements that determine who owns it, who may use it, and how it is sold. Founders tend to focus on the first. The disputes we litigate — between co-founders, with departing engineers, with manufacturers, distributors, joint-venture partners and licensors — almost always trace back to the second: an entity formed without an operating agreement, a contributor who never assigned the code, a sales contract silent on liability, a joint venture with no rule for who owns what was built together, or a license whose scope no one read.

Our firm represents technology start-ups in South Florida and throughout the state from formation through growth and exit. We form the entity, prepare the governing documents, secure the intellectual property, clear the brand and domain, and draft the commercial agreements — sales, e-commerce, manufacturing, joint venture and technology transfer — on which the business will run. Our Miami patent and trademark attorneys also serve as outside general counsel to Florida technology companies that are not yet ready for an in-house legal department. The sections below describe each service and the key points a founder should consider.

Entity Formation and Incorporation Services

The first legal step for nearly every technology venture is forming an entity with the Florida Department of State, Division of Corporations. The choice of entity determines how the company is taxed, how it raises capital, how founders and investors share control and profits, and how personal liability is limited. We advise founders on the selection among a Florida limited liability company, a Florida corporation taxed as an S corporation or a C corporation, and — for ventures that expect institutional venture financing — a Delaware corporation qualified to do business in Florida. We then prepare and file the articles of organization or incorporation, obtain the federal employer identification number, designate the registered agent, and prepare the initial organizational resolutions, founder stock or membership-interest issuances and, where appropriate, the Section 83(b) elections that founders must file within thirty days of receiving restricted equity.

Two compliance items are frequently overlooked. First, an entity that operates under any name other than its exact legal name — a product brand, a shortened name, a “powered by” mark — must register that name as a fictitious name under Fla. Stat. § 865.09 before doing business, or it cannot maintain a lawsuit in Florida’s courts until it does; our Fictitious Name Registrations summary explains the requirement, its limits and why a fictitious-name filing is not a substitute for trademark protection. Second, Florida entities must file an annual report with the Division of Corporations between January 1 and May 1 each year or face administrative dissolution and reinstatement fees. We calendar and handle both.

Operating Agreements, Bylaws and Shareholder Agreements

The Florida Revised Limited Liability Company Act supplies default rules for every LLC that has no operating agreement — and those default rules are almost never what technology founders would choose. Absent an agreement, profits and losses are shared per capita rather than by contribution, every member has equal management rights, a member may withdraw and demand payment, and there is no mechanism to remove a non-performing co-founder or to require that the code a member writes belongs to the company. We prepare operating agreements for LLCs, and bylaws and shareholder agreements for corporations, that address the issues that actually arise in technology ventures:

• Capital, equity and vesting. The members’ or shareholders’ contributions of cash, services and intellectual property; the classes of equity; and vesting of founder equity over time with acceleration on a sale, so that a founder who leaves in year one does not keep a third of the company.
• Intellectual property assignment. An express present assignment to the company of all technology, code, designs, inventions and content that each founder has developed or will develop for the venture, with a schedule of pre-existing IP that a founder retains and licenses to the company. Without this provision the company may not own its own product.
• Management and decision rights. Who manages day to day, which decisions require a majority or supermajority (new equity, debt, sale of the company, licensing of core IP, hiring and compensation of founders), and how deadlock between two equal founders is broken.
• Transfer restrictions and exit. Rights of first refusal, drag-along and tag-along rights, buy-sell provisions on death, disability, divorce or bankruptcy of a founder, and valuation mechanics — so that a departing founder’s equity can be repurchased on known terms.
• Distributions, tax and dissolution. Tax distributions, allocation of profits and losses, capital accounts, and the order of distribution on a sale or wind-down.
• Confidentiality, non-solicitation and dispute resolution. Confidentiality obligations of members, restrictions on soliciting employees and customers after departure, and a forum or arbitration clause.

For corporations that will issue options or preferred stock, we also prepare the equity incentive plan, option and restricted-stock agreements, and — for Delaware corporations seeking venture capital — the NVCA-form charter, investor rights, voting and right-of-first-refusal agreements that funds expect.

Founder, Employee and Contractor Agreements — and Florida’s Restrictive Covenant Law

A technology company’s most valuable asset is often created by people who are not, at the moment of creation, its employees: a co-founder before formation, a freelance developer, a design contractor, an offshore development shop. Under the Copyright Act, code and content created by an independent contractor belong to the contractor unless assigned in a signed writing, and patentable inventions belong to the inventor unless assigned. We prepare founder and contributor IP assignment agreements, employee proprietary-information and invention-assignment agreements, and independent-contractor and development agreements that vest ownership in the company, address moral rights and pre-existing materials, and include the whistleblower-immunity notice required by the Defend Trade Secrets Act to preserve the company’s right to exemplary damages and fees.

Where a company employs trained personnel with access to proprietary information, employment agreements should include reasonable confidentiality, non-solicitation and, where justified, non-competition provisions. Florida enforces restrictive covenants under Fla. Stat. § 542.335 when they are in writing, supported by a legitimate business interest (including trade secrets, confidential information and specialized training) and reasonable in time, area and line of business; and, for higher-earning employees under agreements entered on or after July 1, 2025, Florida’s CHOICE Act permits garden-leave and non-compete periods of up to four years with a mandatory preliminary-injunction remedy. Overreaching remains counterproductive: a covenant that a court must rewrite is a covenant that is hard to enforce. Our Restrictive Covenants & Florida’s CHOICE Act summary explains the two regimes in detail.

Technology-Specific Confidential Disclosure Agreements (NDAs)

Founders disclose their technology constantly — to investors, potential partners, manufacturers, contractors and prospective acquirers — and each disclosure without a written confidentiality obligation risks the trade secret status of the information and, for patentable inventions, may start the one-year clock for filing. Simply pulling a form off the internet and filling in the blanks is not enough. A technology-specific NDA should define confidential information to cover the specific categories of technology, data and business information at issue and to include information disclosed orally or visually; state the purpose for which disclosure is made and confine use to that purpose; prohibit disclosure to third parties and reverse engineering; address ownership of the information and of any feedback or improvements; require return or destruction on request; set a term of protection (commonly three to five years, with trade secrets protected for as long as they remain secret); include the DTSA whistleblower notice where the recipient is an individual; and specify a Florida forum. We also counsel clients on when a mutual NDA is appropriate, when an investor will not sign one, and what may safely be disclosed without one. See our Trade Secret Matters summary for the protective measures that courts expect.

Clearance of Company Name, Domain Name and Social Media Handles

Before a start-up invests in a name, it should know that it can own it. We conduct trademark clearance searches of the USPTO and Florida registers, common-law sources, domain-name registrations and social-media platforms, and provide a written clearance study identifying conflicts with existing marks and the risk that a competitor could stop the start-up’s use. We then secure the domain names and handles, register the mark with the USPTO and, where speed matters, with the Florida Department of State under Chapter 495, and register the fictitious name if the brand differs from the entity’s legal name. Our Trademark Matters and Domain Name & Websites summaries describe these services in detail.

Website Terms of Use and Privacy Policies

A start-up’s website and application terms are its first contract with every customer. We draft terms of use tailored to the business that address user eligibility and accounts, acceptable use, ownership of the platform and of user content, licenses to user-generated material, disclaimers and limitations of liability, DMCA agent designation and takedown procedures, dispute resolution and class-action waivers, and modification and termination — and we structure their presentation (“clickwrap” acceptance rather than a passive “browsewrap” link) so that Florida and Eleventh Circuit courts will enforce them.

Any start-up that collects personal information must publish a privacy policy that accurately describes what is collected, how it is used, retained, protected and shared, and what rights users have. The applicable rules now include the Florida Digital Bill of Rights (Fla. Stat. ch. 501, pt. VII), which reaches large controllers and imposes specific obligations on the sale of sensitive data and on smart-device and search-engine operators; the Florida Information Protection Act’s data-security and breach-notification requirements; the Children’s Online Privacy Protection Act for services directed to children under 13; the California Consumer Privacy Act and the growing set of state comprehensive privacy laws for companies with customers in those states; the GDPR for European users; and the Federal Trade Commission’s enforcement of privacy representations under Section 5. We prepare policies that match the company’s actual data practices and update them as those practices and the law change.

Sales Agreements

How a technology company sells determines what it must promise and what it can be held liable for. We prepare the full range of sales documents for hardware, software and services businesses:

• Product sales and supply agreements for hardware and devices, governed by Article 2 of the Uniform Commercial Code as adopted in Florida, addressing specifications, ordering and forecasting, pricing and payment terms, delivery and risk of loss, acceptance and rejection, express and implied warranties (and their disclaimer), remedies and limitations of liability, and product-liability allocation.
• Software license and end-user license agreements for on-premises and downloadable software, addressing the scope of the license (users, seats, sites, fields of use), restrictions on copying, modification and reverse engineering, maintenance and updates, audit rights, and export controls.
• Software-as-a-service subscription agreements — the master subscription agreement, order form, service-level agreement and data-processing addendum — addressing subscription term and auto-renewal, availability commitments and service credits, support tiers, data ownership, security and breach notification, suspension and termination, and the transition of customer data at the end of the relationship.
• Master services and statement-of-work agreements for custom development, integration and consulting, addressing deliverables and acceptance, change orders, ownership of developed IP versus the vendor’s pre-existing tools, and warranties of performance and non-infringement.
• Reseller, distribution and channel agreements for companies that sell through partners, addressing territory and exclusivity, pricing and minimums, trademark use, support obligations and termination.

Across all of these, the provisions that most often decide disputes are the warranty and limitation-of-liability clauses, the indemnity for intellectual-property infringement claims, the treatment of customer data, and the term and termination mechanics. We draft them to be enforceable under Florida law and to match the risk the company can actually bear.

E-Commerce Contracts

Companies that sell online face a distinct set of contractual and regulatory requirements. We prepare and review the documents and disclosures that an e-commerce business needs: online terms of sale that are presented and accepted in a manner courts will enforce; shipping, return, refund and cancellation policies; subscription and automatic-renewal terms that comply with Florida’s automatic-renewal statute (Fla. Stat. § 501.165) and the Federal Trade Commission’s negative-option rules, including clear disclosure and easy cancellation; payment-processor, gateway and merchant-account agreements; marketplace-seller agreements with Amazon, Walmart, Etsy and app stores, including their intellectual-property and brand-registry provisions; affiliate, influencer and referral agreements that satisfy the FTC’s endorsement guides; digital-goods and download terms; sales-tax and marketplace-facilitator considerations following the Supreme Court’s Wayfair decision; and accessibility considerations under the Americans with Disabilities Act, which the Eleventh Circuit has addressed in the context of websites tied to physical places of business. For companies that sell to consumers, we also review advertising, pricing and promotional practices for compliance with the Florida Deceptive and Unfair Trade Practices Act.

Manufacturing Agreements

A start-up that outsources production of a hardware product must protect both its supply and its intellectual property. We draft manufacturing and contract-manufacturing agreements that address the manufacturer’s obligations as to specifications, quantities, lead times and capacity; tooling ownership; testing, inspection and quality standards; delivery terms, packaging and labeling; the conditions on which non-conforming product may be rejected; pricing, cost changes and payment; exclusivity and the manufacturer’s right (or lack of right) to produce for others; ownership of the product design, molds and improvements; confidentiality; product-liability insurance and indemnity; and the company’s rights on termination, including transfer of tooling and a last-time-buy. For offshore manufacturing we address governing law, currency, incoterms, export controls and the practical mechanisms — escrow of tooling and design files, second-source rights — that give the company leverage when a dispute arises.

Joint Venture Agreements for Technology

Technology start-ups frequently pursue opportunities they cannot pursue alone — a product that combines one company’s software with another’s hardware, a market that requires a partner’s distribution, a research program that needs a university’s laboratory. A joint venture agreement is how those collaborations are structured, and the intellectual-property provisions are what make a technology joint venture different from any other. We advise on whether the venture should be a contractual collaboration or a separate entity, and draft agreements that address:

• Contributions and ownership of the venture. What each party contributes — cash, technology, personnel, customers, facilities — how contributions are valued, and how equity or economic interests in the venture are allocated.
• Background and foreground intellectual property. A clear definition of each party’s background IP (what it brings to the venture), which remains that party’s property and is licensed to the venture for the venture’s purposes; and the foreground IP developed by the venture, with a rule for who owns it — the venture entity, the contributing party, or the parties jointly — and, if jointly, how joint ownership is managed, since under U.S. patent and copyright law joint owners may each exploit and license without the other’s consent unless the agreement provides otherwise.
• Licenses among the parties. The scope, field, territory, exclusivity and duration of each party’s license to the other’s background IP and to the foreground IP, both during the venture and after it ends.
• Governance and operations. The management committee or board, voting and deadlock, budgets and funding calls, reporting, and the allocation of responsibilities.
• Exclusivity and competition. Whether the parties may pursue the venture’s field independently, non-compete and non-solicitation obligations, and antitrust considerations where the parties are competitors.
• Confidentiality and data. Protection of each party’s confidential information and trade secrets, ownership and use of data generated by the venture, and compliance with privacy obligations.
• Term, exit and unwinding. Duration, termination rights, buy-out mechanics, what happens to foreground IP, licenses, customers and personnel on termination, and dispute resolution.

Technology Transfer Agreements

Technology transfer is the movement of technology from the party that developed it to a party that will commercialize it, and a technology transfer agreement — a license or an assignment, usually accompanied by know-how, technical assistance and materials — is the instrument. For a start-up, a technology transfer agreement may be the company’s founding asset (an exclusive license from a university or research institution to the invention on which the business is based), its route to market (a license of the company’s technology to an established manufacturer or distributor), or its exit (an assignment of the technology to an acquirer). The importance of these agreements is difficult to overstate: they determine whether the company actually has the right to practice the technology it is building, whether investors can rely on that right, whether the licensor can take the technology back, and what the company will owe as the business succeeds.

Why technology transfer agreements matter to start-ups

Three situations recur. First, university spin-outs: technology developed with federal funding is subject to the Bayh-Dole Act, the university owns it, and the start-up’s rights come entirely from the license — including its diligence milestones, its retained government rights and its restrictions on assignment. Second, licensing-in from a corporate or individual licensor, where the start-up’s product incorporates a third party’s patent, software, data or content and the license’s scope and term set the limits of the product. Third, licensing-out, where the start-up monetizes its technology by licensing it to others and the agreement’s exclusivity, field and royalty terms determine both revenue and the company’s freedom to pursue other markets. In each case investors will read the agreement in diligence, and an unfavorable or ambiguous term discovered then can reduce a valuation or end a financing.

Key terms in a technology transfer agreement

We negotiate and draft technology transfer agreements on both sides — for start-ups licensing in from universities, research institutions and corporations, and for companies licensing out or assigning their technology — and we coordinate the patent, trade secret and trademark work that the agreement requires. See our Patent Matters summary for the patent portfolio counseling that accompanies most technology transfers.

Key Points for Start-Ups to Consider

• Form the entity before the technology is built, and paper the founders’ relationship on day one. The most expensive disputes we see are between co-founders who never agreed on equity, vesting, roles and IP ownership. An operating agreement or shareholder agreement signed at formation costs a fraction of the litigation that follows its absence.
• Make sure the company owns what it sells. Every founder, employee, contractor and development vendor who touches the product should have signed a written assignment of intellectual property to the company. Confirm this before the first financing, because investors will.
• Register the names you use. The entity name, the brand, the domain and the fictitious name are four different registrations that protect four different things; a start-up needs all of them, and only the trademark registration protects the brand. See our Fictitious Name Registrations and Trademark Matters summaries.
• Treat every disclosure as a potential loss of rights. Use a technology-specific NDA, keep a log of what was disclosed to whom, and consult patent counsel before any public disclosure, sale or offer for sale that could start the one-year bar.
• Match the sales contract to the product. Hardware, licensed software, SaaS and services carry different warranties, liability exposures and regulatory obligations. Use the right form, present it so that it is enforceable, and keep the limitation-of-liability and indemnity clauses consistent across customers.
• Build e-commerce compliance into the storefront. Terms of sale, privacy policy, auto-renewal disclosures, marketplace and payment agreements, and influencer disclosures are regulatory obligations as much as contracts; a FDUTPA or FTC problem is far more expensive than the drafting that prevents it.
• In a joint venture, decide who owns the foreground IP before the work starts. Joint ownership by default is rarely what either party wants; define background and foreground IP, allocate ownership, and license accordingly.
• Read the technology transfer agreement as an investor will. Scope, exclusivity, diligence milestones, royalty stack, assignment on change of control and termination rights are the terms that determine whether the license supports a financing or an acquisition. Negotiate them before the company depends on the technology.
• Use restrictive covenants, but use them reasonably. Confidentiality and non-solicitation provisions should be universal; non-competes should be reserved for personnel with genuine access to trade secrets and drafted to the requirements of § 542.335 or, for qualifying employees, the CHOICE Act.
• Calendar the compliance dates. Annual reports, fictitious-name renewals, trademark maintenance filings, patent maintenance fees, license milestones and privacy-policy reviews each have deadlines whose lapse is costly and, in some cases, irreversible. Outside general counsel should be keeping the calendar.

Full Capability

Our Technology Start-Up Services Include