Contract templates and guides

Commercial and technology

For sharing confidential information, buying and selling services and software, licensing technology and running a joint project with another company.

• Non-disclosure agreement (NDA)Non-disclosure agreement guide: what an NDA covers, mutual versus one-way, the clauses that get negotiated and the middle ground for each one.
• Master services agreement (MSA)MSA template for professional services under statements of work: payment, IP ownership, liability cap, warranties, indemnity, insurance and change orders.
• SaaS subscription agreementSaaS subscription agreement template covering uptime, support, customer data, export, renewal, price notice and liability caps, negotiated clause by clause.
• Software development agreementCustom software development agreement: methodology, IP ownership, acceptance, payment, source code, warranty, open source, AI-assisted coding and product liability.
• Technology license agreementTechnology license for software, patents or proprietary systems: scope, royalties, sublicensing, source code escrow, improvements, warranty, audit and export control.
• Joint venture agreementJoint venture agreement: structure (contractual, company or Spanish UTE), capital, governance, profit sharing, IP, non-compete, exit and deadlock resolution.

Data protection and privacy

For processing personal data on behalf of a customer, telling people how you use their data, protecting health information under HIPAA and licensing data sets.

• Data processing agreement (DPA)DPA template under Article 28 GDPR: controller and processor terms, sub-processors, breach notice, audits, deletion and EU SCCs for international transfers.
• Privacy notice (privacy policy)Privacy notice and privacy policy guide: who publishes it, what each section says, and the GDPR, UK GDPR and California points Dealroom covers.
• HIPAA business associate agreement (BAA)HIPAA business associate agreement explained: breach and incident clocks, access and amendment deadlines, termination, return of PHI and liability caps.
• Data licensing agreementData licensing agreement between a data provider and a licensee: dataset scope, permitted use and model training, exclusivity, pricing, quality, privacy roles and audits.

Team and services

For hiring employees, engaging consultants and advisors, and making sure the intellectual property they create belongs to the company.

• Consulting agreement (independent contractor)Consulting agreement for independent contractors and freelancers: scope, fees, IP ownership, confidentiality and contractor status (ABC test, IR35).
• Service agreement under Spanish law (contrato de prestación de servicios)Spanish service agreement for freelancers (autónomos): scope, fees with VAT and IRPF, term, independence and TRADE status, IP, confidentiality and termination.
• Employment agreementEmployment agreement for California or England and Wales: employment type, salary and bonus, equity, probation, notice, non-compete, IP and confidentiality.
• Employment contract under Spanish law (contrato laboral)Spanish employment contract under the Workers' Statute: contract type, pay, probation, hours, time registry, severance, notice, non-compete and IP.
• Intellectual property assignment agreementIP assignment agreement template covering scope, prior inventions, moral rights, payment, warranties, open source and reversion, for California, England and Spain.
• IP assignment agreement under Spanish law (cesión de propiedad intelectual)Spanish IP assignment agreement under the Ley de Propiedad Intelectual: scope, exclusivity, inalienable moral rights, payment, warranties, duration and disputes.
• Advisory agreementAdvisory agreement for startup and board advisors: equity or cash pay, vesting, time commitment, scope, IP, confidentiality and restrictive covenants.

Startups and investment

For forming a Delaware corporation, setting out the founders' relationship, raising money (term sheet, SAFE, convertible note, seed round) and sharing equity with the team.

Forming a Delaware C-Corp? How the startup quick start prepares the founding documents

• Certificate of incorporation (Delaware C corporation)How a Delaware C corp certificate of incorporation works: name, registered agent, purpose, authorized shares, par value, director liability and incorporator.
• Founders agreementFounders agreement for co-founders: equity split, vesting, acceleration, IP assignment, decision rights and leaver terms, under California, English or Spanish law.
• Venture capital term sheetVenture term sheet for a priced round: valuation, liquidation preference, anti-dilution, board, vetoes, option pool, founder vesting, drag-along and exclusivity.
• Convertible noteConvertible note agreement for startups: interest, maturity, valuation cap, discount, qualified financing, conversion, prepayment and priority, in three jurisdictions.
• SAFE (simple agreement for future equity)SAFE for start-up fundraising: valuation cap, discount, MFN, pro rata side letter, conversion threshold and dissolution, in California, England and Wales and Spain.
• Seed investment agreementPriced seed round agreement: valuation, share price, liquidation preference, anti-dilution, board, investor vetoes, founder vesting and drag and tag rights.
• Shareholders agreementShareholders agreement for a majority and a minority shareholder: board seats, reserved matters, transfers, tag and drag, dividends, deadlock, exit and the articles.
• Spanish shareholders' agreement (pacto de socios)Pacto de socios for a Spanish S.L.: share split, vesting, founder voting control, anti-dilution, dividends, leavers, drag-along, deadlock and enforcement.
• Equity incentive planEquity incentive plan with grant terms: ISO, NSO, RSU, SAR, EMI, CSOP or Spanish startup shares, share pool, vesting, acceleration, exercise window and clawback.

Marketing and distribution

For buying advertising, paying affiliates and influencers, and letting a partner resell your product or sell it under its own brand.

• Advertising insertion order (IO)Insertion order (IO) between an advertiser and a publisher: pricing model, delivery and make-goods, viewability, brand safety, targeting, fraud and reporting.
• Affiliate and referral program agreementAffiliate and referral program agreement between a merchant and an affiliate: commission structure, cookie window, payment, clawbacks, marketing rules and disclosure.
• Influencer marketing agreementInfluencer marketing agreement between a brand and a creator: fees, deliverables, approval, usage rights, exclusivity, ad disclosure, morality clause and takedown.
• White-label and reseller agreementWhite-label and reseller agreement for a technology platform: branding, territory, pricing, minimums, support, uptime, IP in customisations, data and termination.

Spanish company law

For the minutes of the board and of the general meeting of a Spanish company, and for phantom share plans and individual grants.

• Board of directors minutes (Spain)Minutes of a Spanish board meeting under the LSC and Registry rules: in person, by video or in writing without a meeting, with eight common board resolutions.
• General meeting minutes (Spain)Minutes of an ordinary, extraordinary or universal general meeting of a Spanish S.L.: accounts, dividends, directors, articles, capital, pay and related-party deals.
• Phantom shares plan (Spain)Master phantom shares plan for a Spanish company: pool size, vesting and cliff, liquidity events, valuation, leaver rules, tax withholding and directors as beneficiaries.
• Individual phantom shares grant (Spain)Individual phantom shares grant under a Spanish company's master plan: award size, vesting, change of control acceleration, non-compete, tax and confidentiality.

Property

For renting out a home in Spain, in England and Wales, or in California.

• Residential lease (Spain)Residential lease of a main home in Spain under the LAU: duration, rent updates, deposit, works, pets, subletting and early withdrawal. Drafted in Spanish.
• Assured periodic tenancy agreementPeriodic assured tenancy for homes in England and Wales under the Renters' Rights Act 2025: deposit cap, inventory, repairs, pets and possession grounds.
• California residential lease agreementCalifornia residential lease: term, rent increases under AB 1482, the one-month deposit cap (AB 12), pets, subletting, repairs and early termination.