Verified Expert Lawyer: Adam Zagaris

Adam Zagaris prides himself in being an outside general counsel who helps startups get day-to-day paperwork done efficiently and well — particularly when they are facing off against tough bigger partners. Although he started his career at big Silicon Valley law firms, he has built a streamlined practice at Moonshot Legal in recent years that covers everything from contracts and terms to intellectual property and human resources. 

He gives his no-holds-barred view of his practice and the startup world in the interview below, followed by recommendations from many dozens of startup leaders — he’s racked up one of the highest tallies among the hundreds of lawyers we’ve had recommended in our survey.

On negotiating

“Representing startups for almost 15 years, my job as going head-to-head with the big dogs of the world, making sure that my clients — in a strategic, creative way — get deals done. When you work with clients that often have less leverage than counter-parties, it takes a creative approach to get deals done. For example, if they have a hundred points they would like to get in a contract but it will slow deals down, miss quarters or kill deals, I help them focus on a dozen or two points — what they really need — and then help them get those wins.”

On common startup mistakes:

“There are two general mistakes I see clients making these days (and both are largely the fault of attorneys). First, clients are often afraid to ‘get legal involved’. Attorneys are often viewed as obstacles to getting business done. Second, founders often view legal work as commoditized. Some clients would rather download random contracts off a Google search and negotiate themselves – rather than call an attorney. Both of these mistakes are the fault of attorneys – not founders. It is incumbent on attorneys to help move business forward. This is done by creating clear alignment (both practical and optical) of legal services with business interests. It is on us to help clients understand we are here to help move the ball forward, not to simply stand in the way over-lawyering and saying “no”. In addition, the value we bring to the table is often critical but not immediately apparent. We need to better educate clients on this.”

On his approach:

“My practice style is deal-centric and pragmatic. I am not here to “over-lawyer”, always say “no” and send clients big bills. Strategic advice and creative negotiations and solutions give provide win-wins. With the increasing speed of technology and marketplace competition, an attorney needs to be a facilitator not an obstacle. So whether my clients want to close deals, resolve disputes or otherwise move business forward, my job is getting that done. Period. And having worked exclusively with startups for over a decade, I understand their needs and pain points. My clients want (and with me have) legal representation that shares their paradigm, keeps bills lean and helps them crush their goals. We’re in this together.”

Below, you’ll find more founder reviews about Adam, the full interview, and more details about his pricing and fee structures.

This article is part of our ongoing series covering the early-stage startup lawyers who founders love to work with, based on this survey and our own research. The survey is open indefinitely so please fill it out if you haven’t already. If you’re trying to navigate the early-stage legal landmines, be sure to check out our growing set of in-depth articles, like this checklist of what you need to get done on the corporate side in your first years as a company.

The Interview

Eric Eldon: I’d just like to hear about how you got into working with startups. Anything that you can tell me about your clients, and the kind of things you focus on with a new practice.

Adam Zagaris: Sure, absolutely. I started my career at Wilson Sonsini, and was there for a year in the IT litigation department. Decided I didn’t want to be a litigator. Some of the best attorneys (and people) I know are litigators. But when you are a litigator, clients really don’t want to call you. If they call you it often means shit is going sideways. As a transaction attorney clients want to call me, I help get deals done and what I do means they make money, have solid contracts that will diligence well down the road with investors and potential acquirers, etc. So I joined Gunderson Dettmer’s technology transactions group. Hands down the best group of attorneys I have ever know.

For the 15 years that I was at Gunderson Dettmer, my career focused on the transactional side of the law. I tell clients I essentially handle all the day-to-day things companies deal with. SaaS deals, licensing deals, marketing arrangements, contractor agreements, partnerships, etc. I’m the lawyer you call every day to get shit done, move deals across the line. I also handle privacy matters, such as creating privacy policies, as well as dealing with soft intellectual property and HR matters. Anything you would do that does not fall squarely on the corporate side of the line, such as financings, is something I would handle or can help advise on to possibly avoid bringing in outside specialty counsel. I’m the boots on the ground lawyer. As such, clients often view me as outside general counsel.

Also, many startups do not have the internal contract processes that large companies have. People are moving fast and wearing different hats. So I also help them streamline processes and wear different hats myself where I can. Last week I helped a client beta test a product. I will do everything I can to help do the heavy lifting to help free up bandwidth for clients. Clients want to focus on building their business, not worrying about legal matters.

Eric Eldon: Gotcha. It sounds like you’re more on the sort of contract side with some company formation and financing, and some compensation and HR. Is that right? Do you have any specific challenges that you want to use as an example that you helped a company navigate through?

Adam Zagaris: Look, the ultimate challenge is this: I have only represented startup companies my entire career, and whether they’re sort of larger stage or the smaller stage. Representing startups for almost 15 years, my job as going head-to-head with the big dogs of the world, making sure that my clients — in a strategic, creative way — get deals done. When you work with clients that often have less leverage than counter-parties, it takes a creative approach to get deals done. For example, if they have a hundred points they would like to get in a contract but it will slow deals down, miss quarters or kill deals, I help them focus on a dozen or two points — what they really need — and then help them get those wins. Again, many clients often have little to no leverage, but we will still get wins. I tell clients to trust my approach and they all learn, with no exception, it works. Period.

Eric Eldon: What’s the biggest problem that you see founders making? What are the biggest mistakes you see them make when they come in the door and you decide to work with them?

Adam Zagaris: One is, everybody plays a lawyer on TV, okay. People think they know what they’re doing, and they pull some contracts off of Google. I have clients, and they send me license agreements they printed off Google. Contracts that have all sorts of issues. Issues that can lead to contract disputes or cause valuation issues.

The reason that’s a problem is not their fault. It’s our fault, because lawyers, for a long time, have charged a lot and made their clients think they should be thankful, feel blessed, to work with lawyers. There’s this backlash where now they view, you know, clients view some types of legal work as commoditized. They think they can do it themselves, and that’s because, in the greater scheme of things the arrogance, and the inefficiency and the cost of some lawyers has driven people in the opposite direction. This is a small minority of lawyers, but some bad apples as they say. It’s our job, or at least I think it’s my job, to make sure that. I’m in the customer service business. To make sure that my clients are okay coming to me with things. Make sure they want to come to me. My clients know I’m going to strategic, creative, business-oriented and efficient and not rack up bills. They know I have their best interests in mind and am on their side of the table. I’m lucky to represent my clients.

Eric Eldon: Could you tell me more about your billing structure? Like, flat fee, upfront stuff, delayed.

Adam Zagaris: My practice is based on radical, flexible fee transparency. My billing rate is favorable and given my practice style and experience, there are levels of efficiency on top of that. For smaller clients, to the extent I can, I charge flat fees for certain types of deals and handling things like reviewing forms. For larger clients (30 plus employees), I can do the same thing. But for some larger clients, I work on a subscription fee basis (not a retainer, rather a flat fee with no overage). Based on an estimate of how many hours they will likely need in a given calendar quarter. I come up with that estimate in close conjunction with the client. For example, if I think they will 30 hours a quarter I will charge a flat fee based on that. Again, it is not a retainer so there is no overage, They can come to me as much as they want. This greatly helps reduce friction for their deal cycles. For example, sales teams do not have to funnel everything through the CFO to see if they can spend legal fees handling something. With a flat fee, the teams come directly to me. Removes a level of abstraction. I can tell you the funnel point (CFO or CRO or whoever) greatly appreciates it. Frees up bandwidth for them to do they their real work. In short, I am flexible in how I work with clients. Some engagements also have an equity component.

Founder reviews

“Adam is extremely dedicated to the companies he represents, and has legal and practical abilities that allow him to steer companies and other clients through choppy waters. He is an asset to any organization.” — A startup operations manager based out of India

“Adam was instrumental in streamlining our contract/MSA process for new clients and providing a lightweight template that sped up our sales cycle. This past year, in part to these improvements and others, we have quadrupled our client base.” — A startup sales and marketing executive in San Francisco

“Proficient at sales contract negotiation.” — A startup sales executive in Seattle

“Adam has tremendous work ethic and is always on 24/7. At the end of the quarter last year, he was able to efficiently prioritize MSA redline reviews and help us get all our deals across the line. Could not recommend him enough.” — Jason Plank, Campbell CA, Senior Director of Sales, Clari

“Licensing agreement for a Lighting Design Company to use core coding for an app on a profit share basis. May sound straightforward but in the lighting world this is complete new territory.” — A startup marketing executive in London

“All MSA, EULA agreements for SaaS service” — A startup sales executive in Indiana

“We recently started working with Adam. He’s running point on our commercial contract negotiations. Adam’s been a great mix of business-minded legal advice. I look forward to working with him more.” — David Blonski, Mountain View CA, CFO, Elementum

“Adam is able to get deals done.  We were able to take a typical legal negotiation of contracts from weeks to days with Adam.  He has a fast turnaround and is reasonable about when to push back and what to push back on. Very pragmatic.” — A startup COO in Ann Arbor

“Adam has been masterful with handling our contracts.” — A startup sales executive in Mountain View

“MSA’s, NDAs, etc” — A startup sales executive in New York

“Turnaround time, flexible and creative solutions to complex problems, deep understanding of challenges that growth stage and startup companies face.” — Colby DeRodeff, California, Entrepreneur

“Last minute contract review/negotiations, Adam is always available.” — Troy Pearson, Redwood City,  Sales Professional, Anomali

“Adam is clear and concise. He is authoritative without being confrontational. He knows international law and fights to ensure contracts work for both parties. He does not stand in the way of doing business.” — Richard Betts, UK, Sales and Business Development, Anomali

“Adam is an amazing asset to the Usermind team. His professional yet insightful creativity on the Legal front in helping us close business is not something you often see.  As the leader of our Sales team, with 20 years of experience, I see Adam as an extension and key component to the team.” — Derek Yammarino, Dallas, Texas, VP of Sales, Usermind

“I lean on Adam for ALL of our contracts and agreements, which is a lot. He is always incredibly responsive and flips revisions back same day, sometimes same hour.  It really helps drive our business and close deals faster.” — A startup sales director based out of Washington D.C.

“Adam is great at handling all aspects of business contracts and IP needs at Clari. Very responsive professional and is great to work with. I highly recommend Adam!” — A sales director at a startup in San Francisco

“Adam has been instrumental in helping my team with contract negotiation and legal advice on a multitude of very complex agreements with some of the largest banks in the world.” — Bill Diamond, New York NY, Director, Anomali

“Adam is fast and thorough. He turns around complex contracts quickly and without issues.” — A VP of Engineering for a San Francisco-based startup.

“Extremely quick turnaround on legal documents.  Professional communicator with an ability to understand the legalities of issues while also providing layman terms to provide a clear understanding to all parties.” — A startup sales executive in Redwood City

“Updating our standard contracts and reviewing/editing negotiated contracts” — A startup CEO in Irvine

“Runs our legal department. Is a game. Changer when comes to contract negotiations.” — A startup  L&D Director in Redwood City

“Adam always leads with what’s in the best interest of his client and is extremely responsive. He asks great questions so that we can consider all angles and possible outcomes. He has always impressed me.” — A startup sales manager in Dallas

“Adam helped us create a very important license agreement that protects our customer’s data and revenue share relationships.” — Joshua Adragna, Bay Area, VP of Sales, Flowhub

“Adam has a great legal mind and is good about weighing risk against value in a way that helps all parties achieve a win. In my experience legal resources often present serious constraints on sales negotiations, but not Adam. He is hands-on and informative, arming a young, growing sales team with insight and understanding, arming the team a working knowledge of the legal process so we/they are legal conversant with the customer.” — Adam Wainwright, Sunnyvale CA, Sr. Sales Director, Clari

“Adam worked with us to create SLAs for our clients, ranging from creating standardized templates to use with small, privately-held brands to custom agreements and several rounds of legal review with large public companies. We have received feedback from our clients regarding how easy it was to work with Adam during the legal review process.” — A customer success manager for a startup in San Francisco

“Adam has provided rapid and practical negotiation of SaaS MSAs with customers, while protecting his client in the important respects, and helpful input on a miscellaneous variety of IP and HR questions, for my company, which is a later stage private venture-backed SasS company in San Francisco.  I joined the company as General Counsel in 2017 and Adam was an existing provider at that time. I worked very closely with him as I got up to speed on the business and legal landscape at the company.” — General counsel for a startup in San Francisco

“Quick turnaround times on key issues related to customer contracts, NDAs, vendor contracts. Very accessible to pick up the phone and ask any legal question. Make sure he gets us the help we need.” — A co-founder and CEO of a California based startup

“Adam is a genius in regards to intellectual property and transactions. [He] is unlike any traditional lawyer. He’s worked with the best on the corporate side yet he’s always had his pulse and heart with founders. He’s early on the curve of anything and everything upcoming, he’s creative in how he structures partnerships, he’s always focused on the best outcome for companies that expect growth and he’s ultimately also a good person. Fun to be around and makes legal things — which founder types are usually less excited about — a learning experience. There’s very few deals I wouldn’t want Adam’s unique insights on, he sees things most people don’t, can think of issues or resolutions in advance, and is a powerhouse for finding others in his network. Adam is also an entrepreneur himself with side investments or investments in the past so he’s certainly a go-to contact to have.” — Desiree Cachette, The Netherlands, Managing Director, Cachette Capital

“When we first started with Adam over 5 years ago he did all of our contract work — any contracts and corporate documentation for the sales team, all corporate government contracts, NDA’s, privacy policies and employment contracts. Adam was truly our legal arm, acting almost as an employee of the company doing all legal work. In the early days, we went through a big trademark and patent suit with a billion dollar company and Adam helped and worked to get things done along with another firm. If it wasn’t for Adam and the recommendations he made who knows where the company would have been.” — Tyler Smith, Sacramento CA, CEO, SkySlope

“Adam is the best in the business. He is quick, thorough and excellent at exceeding timelines.” — Tom Gwynn, Bay Area, Sr. Director of Sales, Anomali

“Helped with legal terms and contracts, was always timely and responsive.” — A startup sales director in Seattle

“Impeccable knowledge in IP and Contracts” — A Maryland based startup sales director

“Helped achieve great results with a startup employment contract” — Head of talent for a startup in San Francisco/Seattle

“Adam is there to look at any sort of document whenever needed to get a deal done. It’s hard to find a lawyer who is both diligent in their work and quick when turning around documents at a fast-paced startup. He is a true rockstar!” — A sales representative for a startup in San Francisco

“All Samba TV contracts pass through Adam’s hands. He is a driving force behind our ability as a business to establish a commercial relationship quickly and effectively.  Adam’s experience and expertise with enterprise level contract negotiations where his ability to navigate and simplify what are often complex terms and conditions is an invaluable asset to our business.” — Abel Negus, San Francisco CA, Senior Director of Platform And Data Partnerships, Samba TV

“Excellent turn time on MLAs from fortune 500 companies.” — A VP of sales for a startup in New York.

“Meticulous work and quick response.” — Marc Leblanc, Canada, Sales, Anomali

“Knowledgeable of the law, but also of what terms are market.” — A California-based attorney.

“Adam has been instrumental in many of the global partnership deals that we have closed in record time in the past 18 months. His response time is bar none and I can always depend on him to deliver against extreme deadlines. I have not worked with any lawyer before that brings his depth of understanding and pragmatic approach in dealing with differences that seem insurmountable at the outset. Looking forward to another exciting year of working with Adam to forward our new and prospective global partnerships.” — Pierre Joubert, San Francisco CA, Managing Director: Global OEM Partners Business Development, Samba TV

“Adam is one of the most strategic corporate lawyers I’ve ever worked with. He can quickly identify key issues with any contract and help negotiate an outcome that aligns as closely with one’s goals as possible. He attacks each project with a very sounds understanding of relative bargaining position and has vast experience given his history of working with or on the other side of nearly every major tech company in the Bay Area. Adam is also extremely responsive and efficient. I can’t recommend anyone above Adam.” — A New York-based SVP of Business and Corporate Development

“Very quickly created IP licensing agreement, mutual NDAs, and related docs.” — Startup director of product marketing in San Jose

“Fantastic support on SLAs, MSAs, and IP reviews.” — A startup business development executive in Washington D.C.

“He helps us negotiate and win complex deals.” — Barrett Foster, San Jose CA, Chief Revenue Officer, Wrike

“I’ve had the benefit of working alongside Adam Zagaris over the last 3+ years and he’s been a consummate professional. Adam’s ability to quickly respond to clients concerns and produce work exhibits without requiring multiple iterations make him indispensable to any team. Additionally, Adam is an incredible human being with great interpersonal skills that make him enjoyable to engage with.” — A San Francisco based corporate development executive

“Helped us avoid a potentially catastrophic trademark complication and guided our rebrand trademarking effort.” — A co-founder and CEO of a San Francisco based startup

“Adam is vital to our ability to scale.  He has consistently demonstrated expertise and efficiency in getting deals done.” — Brian Cody, Sunnyvale CA, Sales Enablement Lead, Clari

“Adam is essential to our company’s success. He is both a strategic legal and business-side advisor on key deals. He isolates the issues that matter and negotiates very well. He’s great to work with, thoughtful, reliable, direct, and responsive.” — A startup COO in San Francisco

“Adam has a “get it done” attitude and pragmatism  Coupled. with his deep legal acumen, that mindset enables us to efficiently get business contracts completed with large, sophisticated companies that traditionally move very slowly. Minimizing the back and forth iterations is critical to expediting the contractual process. Adam’s extensive contracting experience within the technology and consulting space enables him to know when to press and when to yield.” — Head of alliances for a startup in Mountain View

“NDAs, contracts, special-case agreements” — A technology management executive in San Francisco

“Adam helped make sure we were protecting our users and intellectual property with the right agreements and contracts in place. He also provided expert guidance on navigating conflicts of interest.” — Carlo Tapia, Sacramento CA, Founder, Vested Yeti

“Adam has helped us close deals at a rate we have never seen from other attorneys. He doesn’t needlessly spin the wheels or waste time in negotiations. Client GCs have emailed us after deals have closed saying how happy they were to work with Adam. Highly recommend for any startup looking for someone that has a deep background in business contracts and IP.” — A startup co-founder and CTO in San Francisco

“Adam’s ability to negotiate deals, no matter the structure or country, is legendary. His understanding of M&A and IP, to compliment his deal-making, is outstanding as well – He is one of those rare Lawyers who is a “Whisperer” around all disciplines.” — A VP of business development for a startup in New York

“Many contracts turned from typical language to prose that people could and would use themselves.” — A VP of Engineering, Operations, & InfoSec for a Seattle-based startup.

“When I don’t know what to do, I call Adam. He has been a great lawyer and trusted advisor and we wouldn’t have been able to grow at the pace we did without his help/advisory.  He drafted/negotiated a multi-million contract on our behalf, wrote all our privacy/terms of service agreements, created contractor agreements, advised on structure strategy, and much more. He gets the startup mentality and moves quickly with no BS. Highly recommended.” — Jeremy O’Briant, San Francisco CA, CEO, Torch