Startup IP, Software Development & Contractor Counsel

We are an early-stage SaaS / lead-generation company preparing to sign a software development agency and possibly retain additional contractors. Before signature, we need experienced startup technology / IP counsel to review and strengthen the builder agreement. The immediate goal is a signable, commercially workable agreement that protects company ownership, source code, infrastructure, and continuity without making the terms so extreme that a qualified builder cannot reasonably accept them. Remote is fine. California licensure is preferred, but strong California startup, software-contracting, IP-assignment, or technology-transactions experience may be sufficient. We need help with four areas: #1. IP ownership and chain of title Ensure present-tense assignment of company-specific work product, clear ownership of code, schemas, documentation, prompts, workflows, designs, APIs, automations, and related deliverables. #2. Agency, contractor, and subcontractor responsibility Clarify whether work is performed by the agency, employees, contractors, or specialists, and ensure proper confidentiality, IP assignment, and flow-down obligations for anyone touching the work. #3. Software, access, and deliverable controls Address background IP, open-source/third-party software, repository control, cloud accounts, credentials, data access, milestone acceptance, documentation, and source-code delivery. #4. Termination, transition, and diligence readiness Protect against access disputes, ownership claims, incomplete handoff, nonperformance, security issues, and future investor/acquirer diligence problems. Preferred first step: We would like to begin with a paid 1–2 hour review call, followed by a capped-scope review/redline of the development agreement and any needed IP-assignment, confidentiality, subcontractor, access-control, and transition provisions. We are not looking for a theoretical memo. We need practical contract protection before hiring the builder. Ideal candidate: • Has drafted or negotiated software-development agency / contractor agreements • Understands copyright ownership, work made for hire, present assignment, background IP, licensing, trade secrets, and open-source risk • Has experience with offshore development agencies or international contractors • Can distinguish true signature blockers from lower-priority improvements • Can protect the company while keeping the agreement commercially reasonable • Can coordinate later with separate corporate, tax, privacy, TCPA, or securities counsel if needed Please briefly answer: #1. Are you licensed in a particular state & what is your startup/software-contracting experience? #2. How many software-development agency or contractor agreements have you drafted or negotiated? #3. Have you handled offshore or international development teams? #4. What are the biggest IP chain-of-title issues you typically see in early-stage software companies? #5. What is your hourly rate, and what capped range would you suggest for the first agreement review? Please do not apply if your experience is limited to generic NDAs, website terms, trademark filings, patent prosecution, or basic independent-contractor templates. We need substantial software-development, technology-transactions, and IP ownership experience.