7 Startup Agreements That Save Companies (and Friendships)

The 7 Agreements Founders Need — Before It’s Too Late

TL;DR

Founder blowups and cap-table surprises are mostly preventable. A focused seven-document set—Founders Agreement, SAFE (Post-Money), Mutual NDA, Independent Contractor Agreement, Advisory Agreement, Consulting Agreement, and PIIA—closes the early gaps that orphan IP, muddle equity, and stall deals. Right-size what you send; use the subset that fits the moment. Clarity beats memory.

The cold open (the realistic one)

It doesn’t happen at 2:07 a.m. while you’re debating who owns the backend. You’re too heads-down to ask. It happens three months later on a diligence call.

You’ve got momentum—revenue creeping up, angel soft-circled, new advisor hyped. Investor counsel emails a short list before the term sheet:

• “Please provide PIIAs for all contributors (employees/contractors/interns).”

• “Confirm SAFE terms and cap table effects.”

• “Share advisory agreements and vesting schedules.”

Slack goes quiet. The contractor friend never saw a PIIA. One SAFE is pre-money, the other is post-money with different caps. The advisor’s “two hours a month for 1%” was a vibe on Zoom, not a document. You didn’t ignore legal—you just didn’t know when it mattered.

That’s how this really bites: not while you’re coding, but when the first real buyer (investor, partner, or hire) asks for proof you own what you’re selling.

Why a set (not loose PDFs) changes the story

Startups don’t die from exotic legal traps; they die from avoidable ambiguity—who owns what, who decides what, who gets how much, and when. A routable, reusable agreement set solves the pattern, not the incident:

• You define roles, equity, vesting, decision rights, and IP ownership once.

• You standardize how early money comes in (post-money SAFE), how outside help contributes (consulting/advisory with milestones and vesting), and how you share sensitive info (NDA).

• You route signatures in order, place initials where clarity matters (vesting table, IP assignment), and end with one certificate + audit trail.

And you right-size the send. Coffee with a potential advisor? NDA + Advisory Agreement. Two-week contractor sprint? Contractor + Consulting scope + PIIA. Angel wiring tomorrow? A clean, current post-money SAFE with a one-page summary. Fewer docs than you fear, more structure than you have.

What’s inside (and the gap each one closes)

• Founders Agreement — Roles, equity split, vesting with a cliff, decision-making, IP ownership, departures, dispute paths. Closes: 50/50 stalemates, unvested co-founders owning half, “we’ll be fair” amnesia.

• SAFE (Post-Money) — Modern early financing with predictable dilution math. Closes: cap-table shock when mixed with old pre-money forms; makes the math explicit.

• Mutual NDA — Share enough with partners, advisors, and pilots without leaking deals or data. Closes: accidental disclosure risk and awkward silence in real conversations.

• Independent Contractor Agreement — Scope, deliverables, deadlines, acceptance, confidentiality, independent-contractor status. Closes: “almost done” purgatory, misclassification questions, unclear ownership of work product.

• Advisory Agreement — Time, scope, conflicts, confidentiality, equity that vests (or cash-only). Closes: title-chasing relationships and surprise “I own the story” claims.

• Consulting Agreement — For help beyond casual advice: milestones, fees, acceptance, IP transfer. Closes: scope creep and “we thought this was included.”

• PIIA (Proprietary Information & Inventions Assignment) — Assigns inventions/work product to the company with prior-invention disclosure. Closes: orphaned code, contested patents, “it’s on my laptop so it’s mine.”

The win isn’t any single doc; it’s how the seams disappear between them.

Three founder moments that break companies (and the fixes)

1) The cliff you didn’t set (and the silent co-founder with half your company)

Reality: You split 50/50 on day one because you’re friends and moving fast. Two months later, life intervenes. No vesting means someone can drift and still own half. Resentment does the rest.

Fix: Four-year vesting with a one-year cliff and a repurchase right on unvested shares, captured in a small vesting table (start date, cliff date, monthly %, initials). Ten seconds, no illusions. The friendship gets rules that outlast a rough quarter.

2) The SAFE that didn’t match the spreadsheet

Reality: Angels move fast; templates mutate. You accept mixed notes—one pre-money, one post-money, different caps and discounts. Six months later, the model blows up during the round.

Fix: Standardize on post-money SAFEs and attach a one-page snapshot—cap, discount (if any), MFN, pro rata rights, and a worked example under a hypothetical priced round. Everyone is reading the same numbers. Diligence gets boring (the good kind).

3) The advisor who “owns” your story and the contractor who “owns” your code

Reality: “We’ll give you a little equity for advice,” “Can you jump in for two weeks?”—kindness becomes claim. Helpful people start to look like surprise stakeholders.

Fix: The Advisory Agreement ties equity to vesting and defines scope, conflicts, and an end date. The Consulting/Contractor docs translate a vibe into milestones and acceptance. The PIIA makes IP assignment explicit for anyone touching product. You can say yes to help without minting accidental co-founders.

Run it like operators (not hobbyists)

Legal hygiene isn’t collecting documents; it’s closing loops. Operators:

• Define the path and parties for each motion: founders → advisors/contractors → (maybe) investors.

• Centralize shared facts (founder names, vesting start, equity split, SAFE terms) so updates propagate.

• Make “done” observable in consulting work: milestones + acceptance criteria beat “almost there.”

• Decide early: vesting exists before it’s emotional; advisory equity vests or it’s cash-only; post-money SAFEs by default.

• Store signed copies with the crown jewels (cap table, board consents), not buried in chat.

Next time you onboard a contractor or accept a note, you aren’t inventing policy; you’re running one repeatable motion.

First-timers vs. repeat founders

• First-timers mistake trust for structure. Repeat founders use structure to protect trust.

• First-timers split 50/50 day one. Repeat founders vest with a cliff and revisit scope after real traction.

• First-timers let helpers touch code before paperwork. Repeat founders make PIIA part of every joiner flow.

• First-timers mix pre- and post-money notes under pressure. Repeat founders standardize and document exceptions.

• First-timers describe contractor scope as vibes. Repeat founders write milestones and acceptance, then approve.

• First-timers promise advisor equity on a handshake. Repeat founders use two pages or skip the relationship.

Two behavior shifts you’ll actually feel

The vesting table that saves the friendship

You didn’t “lawyer up” your relationship; you added a four-row table and initialed it. The first time life gets messy—a family emergency, a competing offer—the conversation is short. No heroics, no moral judgments, just the rules you both chose.

The one-pager that makes money simple

Your SAFE includes a visible terms snapshot—cap, discount, MFN, pro rata—with a worked example. Not legally required, humanly essential. It ends “I thought MFN meant X,” keeps the talk on numbers, and lets everyone move.

Common traps, translated

• “We’re friends; we don’t need vesting.” You are friends; that’s why you need vesting. It protects both sides from tomorrow’s reality.

• Copy-pasting an old SAFE. Pre- vs. post-money isn’t academic; it changes ownership. Use current post-money templates unless you have a specific, modeled reason not to.

• Deferring the PIIA until “after launch.” That’s procrastination dressed as focus. Make PIIA part of every joiner checklist.

• Advisor equity on a handshake. If the relationship matters, it’s worth two pages and a signature. Otherwise it’s a story, not support.

• Contractor scope written as vibes. “Help with backend” means six things to six people. Write deliverables and acceptance; approve or don’t. Move on.

• Treating NDAs like pride tests. Many partners will sign. When they won’t, keep early chats high-level until both sides want specifics.

The non-negotiables (founder edition)

• Vest founder equity with a cliff—no exceptions.

• PIIA for anyone touching code, design, data, or inventions (founders included).

• Post-money SAFEs by default, with a one-page summary.

• Advisory equity vests; otherwise make it cash-only and time-boxed.

• Contractor/consulting work includes scope + milestones + acceptance.

• Use Mutual NDAs for sensitive partner/vendor conversations.

FAQ (answered like a friend)

Do we really need both a Contractor Agreement and a PIIA?
Yes. One is the commercial lane (scope, fees, milestones). The other is IP/confidentiality. You want both belts on when contributors touch core product.

We already used two different SAFEs. Are we stuck?
You’re fine. Document them precisely, model the priced round with counsel, and standardize new notes on post-money. Surprises vanish when math is explicit.

Our advisor is legendary and won’t sign until “we have traction.” Worth it?
No. If the relationship matters, it deserves two pages and a signature. If it’s about name-dropping, skip it.

Investors won’t sign NDAs—so why bother?
Because partners, vendors, and non-investor conversations still need them. With investors, keep early chats high-level until both sides are ready for detail.

Put this to work this week

You don’t need a legal odyssey. You need one clean motion.

1. Stand up your Founders Pack with the seven documents above.

2. Add a vesting table (start date, cliff, monthly %) to the Founders Agreement and initial it.

3. Standardize on post-money SAFE and attach a one-page terms snapshot with a worked example.

4. Add PIIA to every joiner checklist—founders, employees, contractors, interns.

5. Template consulting scope as milestones + acceptance; keep it to a single page where you can.

6. Use NDAs deliberately—send when substance requires it; skip for coffee chats.

7. Store signed agreements next to your cap table and board consents so decisions stay visible.

You’ll still debate priorities, hiring, and the color of a button. But you won’t argue about ownership. You won’t discover dilution landmines at the eleventh hour. And you won’t wonder whether an advisor deserves a board seat because “we said equity on Zoom.” You wrote it down before it mattered—so the company, and the friendship, can survive the real hard parts of building.