Fractional General Counsel

About this opportunity

CXOwork is placing Fractional General Counsels with Seed–Series B companies doing real business — closing enterprise contracts, raising institutional capital, and hiring across multiple jurisdictions. These companies have outgrown their startup lawyer but aren't ready for a full-time GC.

You will be the company's primary legal point of contact. You will close commercial contracts at startup speed, lead fundraise legal processes from term sheet to close, and build the legal infrastructure that protects the company as it scales.

Core responsibilities

• Review, negotiate, and close commercial agreements: MSAs, SaaS subscription agreements, SOWs, NDAs, data processing agreements, and enterprise license agreements
• Lead the legal side of fundraise processes — reviewing and negotiating term sheets, SARs, convertible notes, SAFEs, Series A/B preferred stock documents, and ancillary agreements
• Draft and manage employment documentation: offer letters, equity grant agreements, IP assignment agreements, and separation agreements
• Design and implement the company's IP strategy — trademark applications, patent evaluation, trade secret protection, and open-source license compliance
• Advise on data privacy compliance: GDPR, CCPA, HIPAA (where applicable), and cookie consent frameworks
• Manage outside counsel relationships and legal spend — selecting specialist counsel for litigation, IP, or international matters
• Support M&A or strategic partnership transactions: NDA-to-close project management, reps and warranties review, and integration legal planning
• Build the company's legal document repository, contract management system, and standard template library
• Advise the board on fiduciary duties, corporate governance, and D&O insurance coverage

Required qualifications

• JD from an ABA-accredited law school; active bar membership in good standing in at least one US state
• 5+ years of corporate or technology law practice, with at least 2 years in an in-house GC, Deputy GC, or Senior Counsel role
• Track record managing legal aspects of at least two equity fundraise processes end-to-end
• Deep expertise in SaaS commercial contracts, software licensing, and technology transactions
• Solid working knowledge of employment law, equity compensation mechanics (ISO, NSO, RSU), and cap table implications
• Ability to operate autonomously as the sole senior legal resource — balancing strategic and transactional workloads

Nice to have

Not required — but will strengthen your match quality.

• Big Law experience at a technology-focused firm (Cooley, Gunderson, Wilson Sonsini, Latham, etc.)
• International law experience: cross-border transactions, UK/EU company law, or GDPR compliance program design
• Experience with healthcare regulatory compliance (HIPAA, FDA), financial regulation (SEC, FINRA), or government contracting
• Prior fractional GC, outside general counsel, or legal advisory board experience

Application process

1. 01Application + bar membership confirmation and one deal or fundraise case study (10 min)
2. 0245-minute panel — commercial contract negotiation simulation and fundraise legal process walk-through
3. 03Profile approved and surfaced to matching companies
4. 04Founder intro call — legal risk profile and priority transaction assessment
5. 05Engagement kick-off within 1–2 weeks