THE ARABELLA LIBRARY

Lawyer-drafted documents for building and funding your startup.

Browse formation, founder equity, governance, hiring, customer, and fundraising documents. Create a free account when you are ready to customize one.

Formation

Bylaws (Delaware)

Bylaws (Delaware) — part of the Delaware C-Corp formation suite. Fill in the blanks now; the formation intake will complete the whole packet from one set of answers.

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Sole Incorporator Consent (Delaware)

Sole Incorporator Consent (Delaware) — part of the Delaware C-Corp formation suite. Fill in the blanks now; the formation intake will complete the whole packet from one set of answers.

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Checklist for C-Corporation Formation (Delaware)

Checklist for C-Corporation Formation (Delaware) — part of the Delaware C-Corp formation suite. Fill in the blanks now; the formation intake will complete the whole packet from one set of answers.

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Operating Agreement (Delaware, Single-Member, Manager-Managed)

For Delaware LLCs only — drafted around the Delaware LLC Act for a fresh Delaware formation. A single-member, manager-managed (board of managers) LLC agreement with common units, an incentive/profits-interest plan, transfer restrictions, and a joinder for admitting future members.

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Operating Agreement (California, Single-Member, Member-Managed)

The operating agreement for a California LLC with one owner, drafted against RULLCA. Sets out management, capital, taxes and dissolution, keeps the separateness covenants that protect the liability shield, and names someone to run the company if you cannot. Includes a spousal consent for California community property, which comes out if you are single.

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Operating Agreement (Multi-Member, Manager-Managed, New York)

For New York LLCs only — drafted around the New York LLC Law. A multi-member operating agreement with management by a board of managers, covering units, capital contributions, allocations, distributions, transfer restrictions, and dissolution, with a member schedule and joinder exhibit.

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Founder ownership and IP

Governance

Hiring

Offer Letter - Full-Time Position (With Equity)

A formal offer letter used by startups and other C corporations to extend a full-time, salaried position that includes a stock option grant, covering compensation, the option and its vesting schedule, and standard employment terms. Pairs with the CIIAA, which it attaches as an exhibit.

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Offer Letter - Full-Time Position (No Equity)

A formal offer letter used by employers to extend a full-time, salaried position to a candidate, covering compensation structure, job details, and standard employment terms. Commonly used by small businesses, startups, and established companies hiring employees.

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Offer Letter (Hourly)

A formal letter used by employers to extend a job offer to an hourly employee, outlining the position, compensation structure, benefits eligibility, and other terms of employment, commonly used by small businesses and growing companies hiring non-exempt staff.

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CIIAA (Employee, Delaware)

Employee confidentiality and IP-assignment agreement from the formation suite — includes a 12-month nationwide NON-COMPETE. Use only where employee non-competes are enforceable: not California, North Dakota, Oklahoma, or Minnesota, and check state law in Washington, Colorado, Illinois, Oregon and other restricting states. Governing law is a fillable state choice.

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Confidential Information and Inventions Assignment Agreement (without Non-Compete)

Employee confidentiality and IP-assignment agreement with no non-compete. Drafted under California law to be safe for California and other states that ban employee non-competes — includes the Labor Code Section 2870 nonassignable-inventions carve-out and Section 2872 Limited Exclusion Notification. Post-employment restriction is limited to a trade-secret-based non-solicit.

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Confidential Information and Inventions Assignment Agreement (with Non-Compete)

Employee confidentiality and IP-assignment agreement that also includes a 12-month post-employment non-compete and non-solicit. Drafted under New York law. Use only in states where employee non-competes are enforceable — do not use in California, North Dakota, Oklahoma, or Minnesota (banned), and check state law before using in Washington, Colorado, Illinois, Oregon, and other states that restrict non-competes to higher-paid employees or impose notice requirements.

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Independent Contractor Agreement

One contractor agreement for freelance and 1099 engagements — the questionnaire tailors scope, payment, IP, and termination to your side of the deal.

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Advisor Agreement (Delaware C-Corp)

Advisor Agreement — part of the Delaware C-Corp formation suite. Fill in the blanks now; the formation intake will complete the whole packet from one set of answers.

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Early Exercise Stock Purchase Agreement (Delaware)

Early Exercise Stock Purchase Agreement (Delaware) — part of the Delaware C-Corp formation suite. Fill in the blanks now; the formation intake will complete the whole packet from one set of answers.

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Employee Handbook (Full-time and Part-time Staff)

A handbook outlining workplace policies, procedures, benefits, conduct expectations, and operational guidelines for employees. Commonly used by small businesses and growing companies to establish consistent standards and communicate employment terms to their full-time and part-time staff.

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Customer and vendor contracts

Software as a Service Agreement (with Statement of Work)

A software as a service (SaaS) agreement paired with a statement of work used when a software provider delivers hosted services to a customer, covering service specifications, access terms, fees, data handling, and support. Commonly used by software companies and their business customers.

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Non-Disclosure Agreement (NDA)

One NDA — the questionnaire makes it mutual or one-way and sets purpose, term, and remedies. Covers the confidentiality agreement most deals need before sharing anything sensitive.

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Consulting Agreement

A contract for hiring a consultant to provide services to a business. It sets out the scope of work, fees and payment, confidentiality, who owns what gets created, and how either side can end the engagement.

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Statement of Work (SOW)

One SOW that plugs into your Master Services Agreement — the questionnaire sets the payment structure (flat fee, hourly, or milestones), deliverables, and timeline.

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Supplier Agreement

A signed two-party supplier agreement governing purchase orders from a product supplier or merchant, covering fulfillment, returns, customer service, insurance, IP, confidentiality, data security, and indemnification, with a mutual amendment clause and signature blocks.

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Data Processing Agreement (GDPR Compliant)

A data processing agreement used when one party processes personal data on behalf of another party under GDPR and EU data protection laws. Commonly used by businesses that engage service providers, vendors, or contractors who handle personal information as part of their services.

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Fundraising

SAFE – Simple Agreement for Future Equity (Post-Money with Valuation Cap and Discount)

A SAFE is an agreement in which an investor provides cash to a startup in exchange for the right to receive equity in a future financing round, with conversion terms that may include a valuation cap and discount rate.

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SAFE - Simple Agreement for Future Equity (Pre-Money with Valuation Cap Only)

A financing instrument used by early-stage companies and their investors to provide capital in exchange for the right to receive equity in a future financing round, with a valuation cap that sets a maximum price at which the investment converts to shares.

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SAFE - Simple Agreement for Future Equity (Pre-Money with Valuation Cap and Discount)

The current SAFE with a pre-money valuation cap and a discount. The investor pays now and converts at whichever of the two gives them more shares when you raise a priced round. Pre-money means the cap is measured before the new money goes in, so the SAFEs dilute each other rather than only the founders. Most investors expect the post-money form; use this one when the deal was agreed on pre-money terms.

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SAFE Pro Rata Side Letter

Y Combinator's optional companion to the post-money SAFE. It grants an investor the right to purchase its pro rata share of the preferred stock sold in the equity financing in which the SAFE converts, so the investor can keep the ownership percentage their SAFE converts into. Investors who plan follow-on investments are the ones who ask for it; each letter reserves a slice of your next priced round, so grant it deliberately.

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Board Approval of SAFE Financing (Unanimous Written Consent)

Unanimous written consent of the board of directors authorizing a SAFE round up to a stated total. Drafted for Delaware corporations; if your company is incorporated elsewhere, the approval works the same way but the statutory citation differs, so have a lawyer adapt it.

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Convertible Promissory Note (Pre-Money Valuation Cap with Discount)

A debt financing instrument used by early-stage startups to raise capital from investors, structured to convert into equity at a future financing round. Commonly used by founders raising seed funding and the angel investors or early-stage venture firms that back them.

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Convertible Note Term Sheet

A non-binding outline of key terms for early-stage companies raising capital through convertible notes, which are debt instruments that convert to equity under specified conditions. Commonly used by startups and their investors to align on structure before drafting binding agreements.

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Board Approval of Convertible Note Financing (Corporation)

The unanimous written consent a corporation's board signs to authorize a convertible note round: approves the form of note, an aggregate principal amount, the initial and later closings, and the securities-law reliance, and authorizes the officers to sign and close. Attach the note as Exhibit A.

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