Entrepreneur education, legal issues facing founders of startups. Hosted by Startup Palm Beach, delivered by @Gaida - tech, startup enthusiast and legal rockstar.

1. Recipes and juicy legal tidbits you can sink your teeth into™
Gaida Zirkelbach
@Gaida
in/gaida
LegalCookbook.com

2. About me
Gaida Zirkelbach
@Gaida
in/gaida
LegalCookbook.com
I like entrepreneurship, the law and food, so I’m mixing them together
to provide legal information to entrepreneurs in
delicious, digestible, bite-sized pieces.
As a shareholder at Gunster, I have helped my clients, including various Inc. 500 and Inc.
5000 companies, launch new products, negotiate key deals, and assimilate new divisions
into existing legal frameworks. I have also helped numerous start-ups get funded, deal
with the myriad of issues that arise as they grow, acquire companies and be acquired.
What else? I have Martindale-Hubbell’s AV Preeminent rating, have been recognized by
Super Lawyers, Florida Trend Legal Elite and the South Florida Legal Guide, have
appeared on television, and have been quoted in publications such as the National Law
Journal, E-Commerce Times, Florida Trend magazine, the South Florida Business Journal,
and the Miami Herald.

3. What’s not on the menu?
Gaida Zirkelbach
@Gaida
in/gaida
LegalCookbook.com

4. What’s on the menu?
Digestible, bite sized, nuggets of legal information, to help
entrepreneurs get cooking and not get burned.
Gaida Zirkelbach
@Gaida
in/gaida
LegalCookbook.com

5. Today’s Special!
FOUNDERS’ MARGUERITA PIZZA
Decide how to split the pie before you bake it.
Gaida Zirkelbach
@Gaida
in/gaida
LegalCookbook.com

6. FOUNDERS’ MARGUERITA PIZZA
Gaida Zirkelbach
@Gaida
in/gaida
LegalCookbook.com
INGREDIENTS:
1 package of ready-to-serve
thin pizza crust (12 inches in
diameter)
2 medium tomatoes, thinly
cut
4 ounces shredded
mozzarella cheese
3-4 basil leaves, cut into
strips
2 finely chopped garlic
cloves
1 tablespoon extra virgin
olive oil
salt and pepper
DIRECTIONS:
- Preheat the oven to 450 degrees. Take this time to think about how issues with
your founders could ruin your business.
- Use a brush to spread the olive oil over the crust, including the edges. Be liberal
with the olive oil, but not so liberal with how you spread ownership among
founders and future employees.
- Sprinkle the garlic, then a thin layer of the mozzarella cheese and then the
tomatoes over the crust, similar to how the founders will contribute money,
resources and time into the business. How you end up splitting the pie between
founders and future employees depends on these contributions.
- You may want to season the tomatoes with salt and pepper. Doing so is key to
the flavor of the pizza. A key component to the flavor and outcome of your
venture is implementing ways to incentivize founders to remain with it.
- Spread the basil leaves over the pie; some may fall off the pie, just like founders
may quit or be forced out of the business.
- Cook for approximately 10 minutes. While you wait, look over the next slide.
- Remove from oven, cool for one minute and cut into slices.
- Sit down with your founders, enjoy some pizza, and talk about how you plan to
split the pie.

7. FOUNDERS’ MARGUERITA PIZZA
Will founders like their piece of the pie?
Gaida Zirkelbach
@Gaida
in/gaida
LegalCookbook.com
INGREDIENTS:
Bylaws
Shareholders
Agreement
Operating
Agreement
Invention
Assignment
Non-Competition
Proprietary
Information
DIRECTIONS: Make sure these tidbits
are crystal clear:
- Ownership of assets, inventions, and IP
- Restrictions on transferring ownership
- Pre-emptive rights
- Buy-sell rights (Put and Call Rights)
- Right of first refusal/Right of first offer
- Drag-along rights/Tag-along rights
- Access to information
- Non-Competition obligations

8. FOUNDERS’ MARGUERITA PIZZA
Will investors like how you split the pie?
Gaida Zirkelbach
@Gaida
in/gaida
LegalCookbook.com
INGREDIENTS:
Right of First
Refusal
Right of First Offer
Drag-Along
Rights
Tag-Along Rights
Buy-Outs
Other Restrictions
Founders’ rights might discourage
investors down the road

9. Today’s Special!
YOUR SECRET SAUCE
Don’t spill your competitive advantage.
Gaida Zirkelbach
@Gaida
in/gaida
LegalCookbook.com

10. YOUR SECRET SAUCE
Gaida Zirkelbach
@Gaida
in/gaida
LegalCookbook.com
INGREDIENTS:
½ cup sour cream
¼ cup mayonnaise
2 tbsps. chopped fresh
dill or 1 tbsp. dried dill
1 tsp. lemon juice
salt and pepper to taste
DIRECTIONS:
• Mix all ingredients together and think about the consequences of
the competition getting a hold of your company’s trade secrets.
• Cover and refrigerate 1 to 2 hours before serving. Instead of
napping on the couch, take this time, or more, to try and identify
all of your company’s trade secrets and read the next slide.
• It’s great to dip veggies or crackers, or to spread on fish, pork
chops or even hamburgers. It’s also great because every time you
take a bite, it will remind you to take reasonable steps to protect
your trade secrets.

11. YOUR SECRET SAUCE
Gaida Zirkelbach
@Gaida
in/gaida
LegalCookbook.com
INGREDIENTS:
Trade Secrets
Confidentiality
Agreements
Noncompetition
Agreements
Protective
Measures
DIRECTIONS:
• Identify trade secrets; mark
as “confidential”
• Don’t let new employees
bring along competitors’
trade secrets
• Require Confidentiality
Agreements
• Require Noncompetition
Agreements
• Train your staff
• Limit disclosure
• Use technology
• Implement work policies

12. What are we having next time?
Gaida Zirkelbach
@Gaida
in/gaida
LegalCookbook.com
THE PERFECT BOARD
Brings Wisdom and Credibility
RAMEN PROFITABLE SALAD
Legal Stuff that Matters on a Small Budget
RAISIN FUNDS FONDUE
Getting Enough Dough to Keep Cooking

13. Recipes and juicy legal tidbits you can sink your teeth into™
Gaida Zirkelbach
@Gaida
in/gaida
LegalCookbook.com