We are an early-stage U.S.-based technology startup seeking a licensed attorney with experience in cross-border startup law (U.S. and Canada) to draft a contract transitioning a Canadian partner from profit sharing into performance-based equity ownership over a 5 year period.
Project Overview:
Our Canadian collaborator currently operates under a profit-sharing agreement. We are now ready to formalize a clear, legally binding path to future equity ownership in our U.S. LLC, contingent on defined performance milestones. This contract should protect our intellectual property, minimize tax exposure, and align with U.S. and Canadian regulations.
While we have a CPA available for tax guidance if needed, preference will be given to attorneys who bring working knowledge of financial/tax structuring as it relates to cross-border equity.
Scope of Work:
Draft an agreement that includes:
Performance-based equity vesting over a 5 year period
Terms for continued profit sharing during the pre-equity phase
Equity issuance or conversion process upon milestone achievement
IP protection, confidentiality, and non-compete clauses
Buy-back, clawback, or exit provisions
U.S./Canada legal and tax implications for both parties
Optional guidance on adjustments to our existing LLC structure
Provide a brief memo summarizing key risks and legal protections in plain language
Ideal Candidate:
Licensed attorney in the U.S. (preferred) or Canada
Proven experience drafting startup equity agreements and working with international partners
Strong understanding of U.S. LLC operations and Canadian tax/treaty considerations
Ability to flag long-term risks and recommend protective legal mechanisms
Deliverables:
Consultation calls (30–60 minutes each)
Final legal agreement fully executable in US/North Carolina and Canada/Ontario to our specifications
Summary memo outlining key risks, protections, and important obligations
Timeline:
We require the first draft by the end of August 2025.
Budget:
Open to fixed-price proposals. Please include your legal credentials, jurisdiction(s), relevant experience, and example projects (if available).