Fractional General Counsel
Fractional General Counsel
A growing company generates legal work long before it can justify a full-time general counsel. The Firm holds that work directly and coordinates the specialists the company already uses, for a fixed monthly fee.
9.3%
Massachusetts share of all NIH research funding in 2024, for a state with 2% of the U.S. population.
1
MassBio Industry Snapshot, via NBC Boston (Sep. 2025).
130K
People working across Greater Boston’s life-sciences cluster, the country’s largest concentration of lab space.
2
CBRE Global Life Sciences Atlas (2025).
64%
Share of U.S. venture capital deal value that went to AI companies in 2025.
3
PitchBook-NVCA Venture Monitor (Q3 2025).
20 States
Now enforce their own consumer privacy laws, up from one state in 2020, each with different rules.
4
MultiState and Bloomberg Law (2026).
Digital health and AI-enabled products now sit inside a shifting set of federal and state rules, raising what is expected of how they are designed and disclosed.
The Gap this Fills
Between the founder handling contracts personally and a salaried in-house hire lies a wide gap. The recurring legal work that keeps a company moving, its contracts, privacy terms, and vendor agreements, often has no settled home: too much for the founder to keep absorbing, not yet enough to warrant a full-time general counsel.
Fractional general counsel gives that work a home, and puts the legal groundwork in place early, when it costs far less to build than to repair later.
Overview
The Firm serves as outside general counsel to funded technology and life-sciences companies, holding the recurring legal work directly and coordinating specialist counsel under one monthly engagement.
As a company’s stack and vendors multiply, the legal work spreads across several outside firms unless one set of hands keeps it coordinated.
How Specialist Counsel Fits
The engagement is built to work with the company’s specialist counsel, not to replace them. Formation, patent, and trademark work remains with the company’s corporate and intellectual property counsel. License negotiations and the deals central to the business stay where they belong.
The Firm coordinates with those lawyers so the company runs one legal queue rather than several, with status visible across matters. The division is deliberate: specialist depth on the matters that need it, one coordinating hand on everything else.
Federally funded research carries grant terms that flow down into vendor and subaward contracts, shaping a company’s agreements from the outset.
How the Engagement Is Structured
- Fixed monthly fee: A flat fee covers the recurring work, the coordination, and the calls. There are no hourly charges for the day-to-day, and the fee does not change unless the scope changes by written agreement.
- Defined scope: The monthly fee covers an agreed set of work, including a set number of negotiated agreements begun in a month. When a heavier month runs past that set, the additional agreements are quoted and approved before any work begins, at a rate fixed in the engagement, so the fee stays predictable and the model stays flat rather than reverting to hourly.
- Responsiveness: Covered work moves on the timelines an operating company needs, and urgent items are flagged for priority. Reaching counsel does not wait on a billing meter.
- Consultations included: Calls and questions on covered work carry no separate charge.
- Continuity: Every covered matter runs through Graydon Sommer directly, which is the point: one lawyer who knows the company rather than a rotating bench. Arrangements for coverage during travel or absence are set at the outset, so the work does not stall when a single person is briefly unavailable.
- Month to month: Either side may end the arrangement on reasonable notice, as set out in the engagement agreement. The model is built for companies that want continuing counsel without a long fixed term.
How We Can Help
Commercial Contracts
The recurring agreements an operating company runs on: nondisclosure agreements, consulting agreements and statements of work, vendor and services agreements, licensing and SaaS terms, drafted and redlined from the company’s own forms with the counterparty negotiation handled.
Data Privacy and Security
Privacy policies, user consents and disclosures, written information security programs, and breach-response planning, built for the sensitive categories of data a platform handles.
AI and Algorithmic Governance
Governance frameworks for products built on machine learning, guardrails on what an AI component may retain or process, and positioning for the AI regulation now taking shape.
Regulatory Strategy
Mapping where a product meets regulated activity, including digital health and the licensed professions, and building the design and disclosures that keep it clearly on the right side of the line.
Research and Clinical Agreements
Sponsored research and collaboration agreements, material transfer agreements, and master agreements with contract research and manufacturing organizations, with the trial-critical negotiations coordinated alongside the company’s specialist counsel.
Research Funding and Grant Compliance
Federal and NIH grant terms, the obligations they push down into vendor and subaward agreements, and the compliance posture funders expect, built into the company’s contracting from the start.
Employment and Contractors
Offer letters, contractor and consulting agreements, worker classification, and the assignment of inventions and confidential information from everyone the company brings on.
Intellectual Property and Trade Secrets
Trade secret protection programs, ownership and assignment of intellectual property across employee and vendor agreements, technology and data licensing terms, and open-source policy, coordinated with the company’s patent counsel.
Governance and Equity
Board support, equity and option matters, and governance records that hold up in diligence, coordinated with the company’s corporate counsel.
Transaction and Diligence Readiness
Keeping the company ready for its next financing or acquisition: organized records, clean contracts, and a coordinated company-side response when diligence begins.
International Data and Expansion
Cross-border data transfers, international vendor and distribution agreements, and the privacy obligations that follow once a product reaches users abroad.
Dispute Prevention and Early Resolution
The contract terms, demand letters, and early posture that can resolve a counterparty problem before it becomes litigation. The Firm litigates, and that perspective shapes the agreements it writes.
