How it works
Depending on the size and stage of your company, you may qualify for either the SEED I Program or the SEED II Program. The SEED I Program is designed for true early-stage companies and the SEED II Program serves start-up and growth-stage companies who are generally further along on their pathway while still needing start-up support. Details about the SEED I and SEED II programs are below. Troutman Pepper Locke requires a nominal retainer for companies accepted into the SEED I and SEED II programs and the nominal retainer is applied to disbursements and final fees.
SEED I Program
If accepted into the SEED I Program, you will have access to the SEED I Program and resources until one of the below SEED I Milestone Events is met:
- your first significant equity or debt financing,
- significant trailing 12 months of revenue,
- sale of the company, or
- 18-months following the commencement of our engagement.
As part of the SEED I Program, companies have access to a robust set of Initial Key Documents designed to help you start on the right foot. This Initial Key Documents package includes:
- Certificate of Incorporation and Bylaws
- Shareholders’ Agreement or Founders’ Equity Agreement
- Restricted Stock Agreements with vesting provisions
- EIN Application
- 83(b) election form and instructions
- Confidentiality, Non-Disclosure and Assignment Agreements
- Consulting or Advisor agreements
- Form of equity incentive plan and related form award agreements
Customizing these documents and providing initial counseling are offered at a 25% discount off our standard rates, subject to SEED Program terms.
In many cases we will defer an agreed amount of fees until a SEED I Milestone Event is reached, and the nominal retainer amount is applied toward the deferred fees. In addition to access to the Initial Key Documents package, SEED I participants also receive the following services at a 25% discount off our standard rates:
- Customizing the Initial Key Documents package
- Contract preparation and review
- IP filings for trademarks, copyrights and patents (utility and provisional)
- Labor, employment and employee benefits counseling
- Privacy and data security counseling including data use and incident readiness
- Industry-specific regulatory guidance.
All other services, excluding litigation, are provided at a 10% discount.
Most importantly, SEED I clients have access to attorneys with industry expertise such as health care, insurance, biotechnology, fintech, national defense, government contracting, energy, oil and gas, construction, and more. Access which is unique and provided at stated discounts to standard rates.
SEED II Program
Once your company reaches a SEED I Milestone Event, you will transition into the SEED II Program. In addition to organically transitioning from the SEED I Program to the SEED II Program, certain companies with the right trajectory can qualify for the SEED II Program without going through the SEED I Program.
SEED II continues to provide access to Troutman Pepper Locke’s full platform of services, with annual review of fee discounts and scope, including:
- ongoing support for additional financing rounds, venture debt and strategic transactions;
- expanded commercial, intellectual property, technology and regulatory support as you scale;
- strategic M&A and corporate venturing counseling.
SEED II legal services are available to companies that meet program criteria, including those that have already raised significant capital before joining the program. Companies are typically in the SEED II program for up to two years before they transition out of the SEED II Program.
Our Commitment to the ECVC Community
We are deeply embedded in the ECVC community, partnering with many forums, incubators, labs, organizations, universities and other groups that support the ECVC ecosystem. In addition to the legal services offered though our SEED Program, SEED clients also benefit from our active and visible participation in the national ECVC community through the receipt of curated content, thought leadership initiatives, invitations to Troutman Pepper Locke sponsored events and networking opportunities that include other start-up companies, angel investors, family offices, seed and venture capital funds, strategic investors, and other industry and ecosystem contacts.
About Troutman Pepper Locke
Troutman Pepper Locke helps clients solve complex legal challenges and achieve their business goals in an ever-changing global economy. With more than 1,600 attorneys in 30+ offices across the United States and internationally, we bring deep experience across key industries including energy, financial services, health care and life sciences, insurance, private equity, and real estate. Most importantly, we have a legacy of a strong commitment to innovation, efficiency and client service.