1. Sarah Kovenock and Ellie Braun
Stock Legal, LLC
4512 West Pine Blvd.
St. Louis, MO 63108
Phone: (314)
Website:

2. DEMYSTIFYING CRITICAL LEGAL DOCUMENTS
WHAT YOU NEED TO KNOW AND WHY
October 16, 2017
General overview – From cradle to grave; incorporation to exit
Who has formed a company?
Who has raised capital?
Who has contracted?
Anyone exited?

3. OVERVIEW FORMATION OF LLC CONFIDENTIALITY AGREEMENT
ENGAGING WITH EMPLOYEES AND INDEPENDENT CONTRACTORS
GENERAL CONTRACTING: CUSTOMERS AND SUPPLIERS
CAPITAL RAISE: SUBSCRIPTION DOCUMENTS

4. FORMATION OF A LIMITED LIABILITY COMPANY
LLC v. Corporations
Lingo
Members
Membership Interest/Units
Manager Managed or Member Managed
Officers

5. FORMATION OF A LIMITED LIABILITY COMPANY (cont.)
Articles of Organization
Operating Agreement
EIN – Employer Identification Number

6. Confidentiality Agreement
Definition of Confidential Information
Use of Confidential Information
Flavors
Investor (Use = Investment consideration)
Employee (Use = Performing job)
Independent Contractor (Use = Performing task)
General Contracting (Use = Providing services)
Exit (Use = Evaluating potential transaction)

7. ENGAGING EMPLOYEES AND INDEPENDENT CONTRACTORS
Confidentiality Agreement
Employee v. Independent Contractor
20 Factor Test
Employment Agreement
Independent Contractor Agreement
At Will
Non-Compete
Non-Solicitation
Insurance
Invention Assignment

8. GENERAL CONTRACTING: CUSTOMERS AND SUPPLIERS
Confidentiality Agreement
Master Services Agreement (MSA)
Schedule of Work
Insurance
License to Use Intellectual Property

9. CAPITAL RAISE: SUBSCRIPTION DOCUMENTS
Confidentiality Agreement
Term Sheet
Type of Raise
Securities Law
Material Disclosures
Personal Liability

10. SUBSCRIPTION DOCUMENTS (cont.)
Umbrella Subscription Package
Instructions for Completion
Where to Send Funds
Who to Contact for More Information
Subscription Agreement
Purchase Agreement (Terms)
Exhibits
Operating Agreement (LLC) with Joinder
Alternative– Convertible Note
Risk Factors
Investor Questionnaire
Business Plan
Projections
Sources and Uses
Alternative - Private Placement Memorandum

11. CONCLUSION FORMATION OF LLC CONFIDENTIALITY AGREEMENT
ENGAGING WITH EMPLOYEES AND INDEPENDENT CONTRACTORS
GENERAL CONTRACTING: CUSTOMERS AND SUPPLIERS
CAPITAL RAISE: SUBSCRIPTION DOCUMENTS

12. Sarah Kovenock and Ellie Braun
Stock Legal, LLC
4512 West Pine Blvd.
St. Louis, MO 63108
Phone: (314)
Website: