Legal Counsel, Commercial & Corporate
This is a remote position.
We are looking for a practical, business-minded Legal Counsel to support day-to-day commercial contracts, corporate governance, M&A integration, and legal risk management across Embrace and its subsidiaries. Documents requiring review will come from business operations, finance, HR, sales/procurement, and other departments across the group. This is a hands-on role: until the company reaches its next stage and the team expands, the Legal Counsel should expect to handle related administrative coordination, including document intake, tracking, follow-up, and records organization.
- Provide practical legal support for commercial contracts and business matters across multiple subsidiaries.
- Help business teams identify and manage legal, operational, financial, and compliance risks.
- Coordinate with outside counsel for specialized matters, including employment, IP, privacy, litigation, and complex M&A issues.
- Use technology, including AI-enabled tools, to improve contract review, document management, and workflow efficiency.
Key Responsibilities
Commercial Contracts
- Review, draft, revise, and negotiate SaaS, software license, professional services, NDA, reseller/channel, vendor, amendment, and renewal agreements.
- Identify key legal and business risks, including liability caps, indemnities, data/security obligations, IP, payment terms, termination, assignment, and governing law.
- Advise business, finance, sales, procurement, and operations teams on contract positions and practical fallback language.
- Maintain and improve standard contract templates, clause language, approval rules, and contract review playbooks.
Corporate Governance and Entity Management
- Support corporate governance and entity management for Embrace and its subsidiaries.
- Prepare and maintain resolutions, consents, officer/director records, organizational documents, and corporate records.
- Coordinate annual filings, business registrations, entity qualifications, and other corporate compliance matters.
- Work with internal teams and outside counsel to maintain accurate subsidiary records across jurisdictions.
M&A and Integration Support
- Support acquisitions and strategic transactions through legal due diligence, document review, contract summaries, and issue tracking.
- Review target company contracts for assignment, change-of-control, consent, termination, exclusivity, liability, IP, and compliance issues.
- Support post-closing integration, including contract assignments, entity updates, IP records, and governance cleanup.
- Coordinate with finance, operations, HR, executive leadership, and outside counsel during diligence and integration.
IP, Insurance, and Risk Management
- Coordinate with outside IP counsel on trademark, copyright, domain, assignment, renewal, and maintenance matters.
- Maintain internal IP records, including registrations, applications, licenses, assignments, and ownership changes.
- Support annual insurance renewals and review customer/vendor insurance requirements with finance, brokers, and business teams.
- Advise on contract risk allocation, including indemnity, limitation of liability, insurance obligations, and related provisions.
HR, Compliance, and Special Projects
- Support HR and management on employment-related documentation and risk-management matters, with outside employment counsel for higher-risk issues.
- Review confidentiality, contractor, and other standard employment-related agreements as needed.
- Support RFPs, RFIs, procurement questionnaires, customer compliance requests, and regulatory response activities.
- Research legal, regulatory, operational, and compliance issues and provide practical business-oriented recommendations.
AI-Enabled Contract and Document Management
- Use AI-enabled tools, including a group-wide contract/document management system currently under evaluation, to improve efficiency and consistency.
- Help organize, classif