In-House Attorney (Generalist Commercial Counsel) at Element451

Element451 is hiring its first in-house attorney for a generalist commercial counsel role. The role focuses on managing the growing volume and complexity of contract work, including MSAs, DPAs, renewals, and redlines with colleges and universities, which has outgrown what outside counsel and non-legal staff can handle alone.

You will own contract negotiation end-to-end and serve as the primary point of contact for legal questions across a growing SaaS company, covering areas like data privacy, insurance, and employment matters. Outside counsel will be engaged only for specialized or high-stakes expertise. This is not a General Counsel role; corporate structuring, M&A, and financing transactions remain with outside deal counsel, with this role supporting and coordinating rather than owning them.

You will report to the CFO within Finance & Strategy and collaborate closely with the Chief of Staff, IT, People Operations, Sales, and Accounting.

Key Responsibilities

Commercial Contracts and MSAs (Primary Focus)

• Draft, review, and negotiate customer MSAs, order forms, DPAs, and amendments, including redlines with public and private higher-ed institutions and their counsel.
• Manage a queue of concurrent negotiations, prioritizing by deal size, urgency, and risk.
• Review and negotiate terms with resellers, integration partners, and data/technology vendors.
• Build and maintain standard templates, fallback positions, and an approval playbook to ensure consistent resolution of recurring issues like liability caps, indemnification, data-breach cost allocation, and insurance requirements.
• Flag and resolve terms in state and public-institution paperwork, including systemwide or state-mandated terms.

Data Privacy and Compliance

• Support compliance with FERPA, state student-data-privacy laws, and GDPR in customer contracts and internal data handling.
• Advise on digital accessibility obligations for the platform and customer-facing content, including ADA Title II, Sections 504 and 508 of the Rehabilitation Act, WCAG 2.1 AA, and state-specific standards.
• Track subprocessor agreements and ensure DPAs are executed and current everywhere a signed MSA references them.
• Monitor and advise on emerging state AI regulations relevant to the product.

Insurance and Risk

• Review cyber and other insurance renewal applications with Finance and the CTO, ensuring accurate and complete representations.
• Size and document risk exposure on large or unusual deals for leadership sign-off.

Disputes and Public Records

• Manage potential customer disputes in their early stages, including responses to customer counsel, and escalate to outside litigation counsel when needed.
• Own responses to public-records and FOIA requests from state-institution customers, including trade-secret and proprietary exceptions where appropriate.

Employment and Corporate Support

• Advise on employment matters alongside People Operations.
• Own the Proprietary Information and Invention Agreement program, ensuring every employee and contractor signs at onboarding and agreements stay current with the law.
• Support board resolutions, corporate-secretary filings, and Economic Disclosure Statements, coordinating with outside counsel on structuring, M&A, and financing.

Must Haves

• A J.D. and an active license to practice law in at least one U.S. state.
• 5 to 10 years of commercial or contracts law experience, ideally in-house at a B2B SaaS company or in a law firm commercial practice serving SaaS clients.
• Demonstrated experience negotiating MSAs, DPAs, and enterprise SaaS agreements, including with public-sector or higher-ed customers.
• Working knowledge of FERPA, state privacy laws, and GDPR.
• Comfort operating as a generalist and prioritizing a high volume of concurrent matters with limited legal-team support.
• Strong written and verbal communication skills, with the ability to translate legal risk into plain-language guidance for non-lawyers.

Nice to Haves

• Experience in higher-ed technology, EdTech, or another regulated SaaS vertical.
• Familiarity with insurance and cyber-coverage review and renewal processes.
• Exposure to PE-backed company governance and reporting.