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If you are the small guy, then try to get YOUR document to be the starting point. Use YOUR law firm to write it. Go to a law firm and tell them to use something from a similar contract before.

If you expect there will be negotiations, basically try to use and re-use your standard document. You are going to be in this business for a while, hopefully. So you only have to pay for your standard document once. Plus you'll know the ins and outs of it better than anyone else.

I think the right solution these days is to insist on standard documents and focus on the amendments rather than getting something from scratch. There is a good list of documents to form startups, for example, here:

http://www.avc.com/a_vc/2010/03/standardized-venture-funding...

Similarly there are things at legalzoom and other places. I realize that sometimes the big company will insist on going with their standard contract, but if they were really that adamant, they wouldn't let you go back and forth with your lawyer too much. Just start with your own document or walk away if you don't want to take the risk.



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