1) Independent Contractor Agreement: Fill & Download for Free

The one thing you need to understand is that the idea is not as important as the execution/marketing/UX. It's very unlikely that there isn't another person out there doing or thinking of the same thing as you.Don't stress so much about sharing your idea with the people around you because either way they will know soon enough if you build it and if just your idea and being the first is what you have going for you then there will be others that will look at your project and say that they can do it better(faster/prettier/grow it faster) within the first 2 months and probably succeed.A good idea with the right execution will continue to attract other people to it even if there are 20 other apps that do the same thing.If you can't find a trustworthy cofounder that shares the same vision as you and can execute it correctly then you can find someone to build you at least the prototype until you can either find that person or hire your first employee. In this situation you can use an outsourcing website like Elance/Freelancer post a job and get someone to build your prototype in 1-2 months. Always sign an NDA and possibly an Independent Contractor Agreement with that person to make sure you are the owner of the intellectual property of the finished product.Validate your idea before you start building something if possible or at least don't go full gear until you make sure that you get some good traction with your prototype.Good luck.PS: Let us know when you have something online so we can all "steal" your idea ;) :D or to sign up.

There isn’t a single definition for the term ‘founder-friendly.’ To answer this question, I’m using a definition called the Founder Friendly Standard.500 Startups publishes two variants of KISS Notes:KISS: Debt Version (which includes an interest rate and a maturity feature)KISS: Equity Version (without interest or maturity)KISS Notes are legal templates meant to enable early stage startups to raise money without a lengthy negotiation of legal terms.Comparing 500 Startups KISS notes to the Founder Friendly Standard.When I refer to KISS Notes, I’m talking about both variants. In this answer, I compare KISS Notes to each section of the Founder Friendly Standard:Section 1.1 of the Founder Friendly Standard says:Individuals who work for the company and are instrumental in its inception (“Founders”) receive a class of equity such as Common Stock which provides no less than twenty-four (24) votes to one (1) vote of stock held by investors or employees.KISS Notes do not address founder equity.Section 1.2 of the Founder Friendly Standard says:Investors receive a class of equity such as Class A Preferred Stock which will have one vote per share with a higher par value justified by a liquidation preference.KISS Notes do not address voting rights.Section 1.3 of the Founder Friendly Standard says:Employees and contractors receive a class of equity such as Class B Common Stock which carries one vote per share and does not have a liquidation preference.KISS Notes do not address “sweat” equity issued to employees and contractors.Section 1.4 of the Founder Friendly Standard says:The first board consists only of Founders. The term of the board is one year. After the first year, a new board is elected by the equity holders at the annual meeting. Board decisions are made by a majority vote of the board. Board members cast no more than one vote each on any decision. Board committees are disallowed for at least the first two (2) years.KISS Notes do not address board composition or representation.Section 1.5 of the Founder Friendly Standard says:New equity of any kind, including stock option pools, dilutes all equity holders equally. Therefore, no investor in the company has anti-dilution rights of any kind.KISS Notes do not meet section 1.5 of the Founder Friendly Standard. Some KISS terms, including the Valuation Cap, grant investors certain anti-dilution rights.Section 2.1 of the Founder Friendly Standard says:Founders agree in writing they will give and receive performance reviews at the end of each fiscal quarter for the first four (4) years.KISS Notes do not address performance reviews.Section 2.2 of the Founder Friendly Standard says:Sweat equity vests each month over a period of four (4) years with a one (1) year vesting cliff. Vesting begins on the date shares are issued.KISS Notes do not address vesting of sweat equity.Section 2.3 of the Founder Friendly Standard says:Founders keep all information confidential and assign the company all intellectual property created within the scope of their work for the company.The KISS Notes do not address founder confidentiality.Section 2.4 of the Founder Friendly Standard says:Due to potentially devastating tax consequences, the company tells individuals receiving sweat equity in the United States to consult with a tax professional about making an election under Section 83(b) of the Internal Revenue Code. Founders who live or pay taxes outside the United States are similarly advised to consult tax professionals about applicable local and national taxes.The KISS Notes do not address sweat equity or IRC Section 83(b) elections.Section 2.5 of the Founder Friendly Standard says:Non-compete restrictions only apply to employee or independent contractor agreements and do not survive termination. The company’s bylaws and other investor agreements are either silent on the issue of non-competition or expressly allow competition.KISS Notes do meet section 2.5 of the Founder Friendly Standard because KISS Notes do not include any non-compete provisions. Remember to compare section 2.5 to future agreements including bylaws and shareholder rights.Section 3.1 of the Founder Friendly Standard says:For at least the first two (2) years of operations, the company will not agree to pay the legal expenses of any investor as a condition of investment.KISS Notes do meet section 3.1 of the Founder Friendly Standard. KISS Notes do not require the company to pay legal fees except where the company does not comply with the KISS agreement.Section 3.2 of the Founder Friendly Standard says:For at least the first two (2) years of operations, the company does not agree to binding arbitration with any investor.KISS Notes do meet section 3.2 of the Founder Friendly Standard. KISS Notes do not include an arbitration requirement or provision for investor disputes.Section 3.3 of the Founder Friendly Standard says:For at least the first two (2) years of operations, the company does not agree to binding arbitration with any Founder.KISS Notes do meet section 3.3 of the Founder Friendly Standard. Because KISS Notes do not address founder disputes, they do not require founders to submit to binding arbitration. Remember to compare section 3.3 to future agreements including labor, bylaws, and shareholder rights.Section 4.1 of the Founder Friendly Standard says:Upon any transfer or sale of Founders’ super-voting equity, the portion of equity transferred converts to the class of equity described in Section 1.3. This also includes any transfer to a Founder’s estate, spouse, or heirs.KISS Notes do not address founder equity.Section 4.2 of the Founder Friendly Standard says:The company has the right of first refusal on any transfer or sale of equity for up to forty-five (45) days, but it cannot veto a transfer or sale. This provision is void after a company’s stock is listed on a public exchange such as the NASDAQ, OTCBB, New York Stock Exchange, etc.KISS Notes do not meet section 4.2 of the Founder Friendly Standard. KISS Notes generally permit transfer of the securities upon notice to the company.Section 5.1 of the Founder Friendly Standard says:The company’s equity, financing, corporate governance, and Founder labor agreements invoke the Founder Friendly Standard as follows: Intention of the Parties. The Parties agree that the enclosed exhibit, “The Founder Friendly Standard” captures the intent of the parties in creating this Agreement. In the event of any discrepancy between this Agreement and the Founder Friendly Standard, the Founder Friendly Standard will prevail. The enclosed exhibit is an exact copy of version 1 retrieved from: Founder Friendly Standard and Attorney Directory | Eisaiah Engel (Official).KISS Notes do not meet section 5.1 of the Founder Friendly Standard.Section 5.2 of the Founder Friendly Standard says:By using The Founder Friendly Standard, you agree that the Founder Friendly Standard LLC is not providing you with legal or tax advice and is not a party to any agreement where this work is invoked. Founder Friendly Standard is a registered trademark of Founder Friendly Standard LLC in Dallas, TX, USA. This work is licensed to you under CC BY-ND 4.0 which can be found online at: Creative Commons - Attribution-NoDerivatives 4.0 International - CC BY-ND 4.0.KISS Notes do not address section 5.2 of the Founder Friendly Standard.So, are 500 Startups KISS Notes founder-friendly?KISS Notes meet only 4 of the 17 sections of the Founder Friendly Standard (sections2.5, 3.1, 3.2, 3.3). KISS Notes take the opposite position on 3 of the 17 sections of the Founder Friendly Standard (sections 1.5, 4.2, 5.1).KISS Notes enable investors to convert their investment to equity at a later time but are not direct equity investments. KISS Notes are silent on 10 of the 17 sections reflected in the Founder Friendly Standard (sections 1.1, 1.2, 1.3, 1.4, 2.1, 2.2, 2.3, 2.4, 4.1, 5.2). These sections are left to be determined at the time of conversion to equity or by other corporate documents.Do a Google search, and you’ll find the web is full of opinions about whether Y Combinator’s Safe is more founder-friendly than the 500 Startups KISS. But read Ryan Juliano’s comparison of the Founder Friendly Standard to the Safe, and you’ll see the Safe and the KISS are similar. They kick many issues down the road. How does this work out for founders in your experience?I’ll return to a question that Danny Crichton from Tech Crunch explored earlier this year in “Why Longer Term Sheets are Better.” In your startup, would you rather address the issues of voting, sweat equity, law, and transfers upfront or wait until a future financing round?Whether the KISS Notes comply with certain Founder Friendly Standard terms or whether certain terms are applicable to KISS Notes may be a matter of judgment. This answer is not legal advice. Please consult with an attorney to evaluate the specifics of your situation.

Two essential documents are Privacy Policy and Terms of Use - these are two free legal documents curated by our attorneys here at UpCounsel. Be sure to check them out for reference, as they are great starting points. I wouldn’t recommend filling in the blanks, however, as depending upon your certain business entity and startup field, you may need to add and subtract provisions, or revise those that are not applicable to your entity. Hiring an attorney is the best way to make sure these documents are formatted properly for your unique business.You’ll also need to file for a provisional patent if your software or design is exceptional - doing so early on will help you avoid future IP problems down the road. Depending upon your startup’s business, industry, and IP, you should hire a patent attorney who has a deep knowledge of your startup field and a specific niche in your applicable patent type, i.e. design, utility, plant, etc. UpCounsel can help you find the best and most affordable patent attorney for your business, as we match you to attorneys based upon such factors who charge a fraction of the price of a law firm for their legal services (full disclosure, I’m the CEO).Our company wrote a blog post entitled “Top 6 Legal Documents Every Small Business Needs” that details a few more noteworthy legal documents:1. Owners’ Agreement (Founder’s Agreement)A clear owners’ agreement will minimize conflict among business partners. This fosters trust, keeps co-owners working toward the same goals, and increases the potential to raise venture capital.It should cover three crucial components:Roles and responsibilities. Establish distinct boundaries when it comes to reporting structure and decision making. If it’s not clear who has the authority to make decisions, you will lose time and money in the confusion. Bo Yahmaie, head of New York Business & Finance Group, Cooley LLP, advises owners to remember not everyone can be co-CEO.Equity ownership and vesting. One of the most difficult conversations to have is to determine how equity will be split among partners. However, if you don’t have that discussion on day one, you might find yourself waging a costly legal battle about ownership of the company. Yahmaie also recommends setting aside at least a 10 percent option pool for future rank and file hires. Make sure to include a buy-sell agreement as well.Intellectual property (IP) assignment. Make sure whatever IP you are developing is owned by the business and not the owners. Without this agreement in writing, you could find that your business doesn’t have the rights to use the product or platform you created.2. Independent Contractor AgreementWhen starting a small business, outsourcing work to independent contractors is a great solution for cost-effective help. However, without an independent contractor agreement that clearly spells out the work relationship, the government could force you to pay payroll taxes or workers’ compensation. Nellie Akalp, CEO of CorpNet, says to “make it clear that you intend these workers to be independent contractors who are responsible for their own taxes.” The less you stipulate over how work will get done, giving contractors control over when and where they work, the less likely you will be found in violation of employment regulations.3. Vendor/Supplier AgreementA vendor or supplier agreement ensures that every time you make a sale, you can quickly meet customer demand. It should lay out all the terms and conditions under which your vendors and suppliers will deliver needed merchandise to your company. Chas Rampenthal, general counsel of LegalZoom, stresses to carefully draft terms like indemnification, exclusivity and limitations of liability so that they make legal and business sense.4. Non-disclosure/Confidentiality AgreementBefore any contractors, employees, or other business partners get a behind-the-scenes look at your business operations, they should sign a non-disclosure or confidentiality agreement. Without one, information like your customer lists, financial records, or pricing plans could become public. Clearly state:What constitutes confidential informationHow confidential information should be handledWho owns that information (the company)The time period that the information will be disclosedThe time period confidentiality is to be maintained5. Company Bylaws for CorporationsMost states require that corporations draft company bylaws. However, even if your state doesn’t require them, it’s still a good idea to write them up, Akalp says. Company bylaws define how your business will structure and govern itself. They will give your business clear guidance on how to settle disputes, select leadership, and determine the rights and powers of shareholders.6. Meeting MinutesAnother set of legal documents that most states mandate businesses keep are meeting minutes. For all major meetings, you should keep an account of everything that was said, done and agreed upon. Meeting minutes are the official record used to settle any disputes over what happened during a past meeting. Often, as far as the law is concerned, if an action is not in the meeting minutes, it never happened. They should include:The type of meetingThe time and place of meetingAll those in attendanceAll actions takenAll votes and vote talliesWhile it’s tedious work to draft all these legal documents, they are the foundation to any successful business. You might think that you’ll always get along with your partners, vendors and employees, but conflicts inevitably arise. Protecting yourself and your business early on makes it easier to weather any storms.Depending upon how you ultimately form your business, you’ll need a few other legal documents besides meeting minutes, such as an LLC Operating Agreement if you choose to form as an LLC. An Operating Plan is also required should you ever sell your business, or more importantly as a startup decide to seek financing. Operating Plans range from business to business, but essentially clarify your goals as a business and the strategy to get there. From personal experience, this document has been useful when raising our own seed and series-A venture funding.At the end of the day, attorneys who are well-versed in the intricacies of the law are the only ones who can ultimately ensure that your business is legally protected to the utmost extent. If you have any questions about how to find the best attorney to handle these documents for you, or would like some personal advice (as I’m also a former startup attorney from Latham & Watkins), let me know. I’d be happy to help you form your business and make sure you have all of the right legal documents you need for your startup.