Services

Contracts & Commercial

The day-to-day paper of running a business. Review, drafting, and negotiation of the agreements that define how the business makes money, manages risk, and works with everyone else.

Simple contract review. Written feedback delivered by email. No call, no redlines. Suitable for vendor agreements, client contracts, offer letters, and similar documents.

Complex contract review. Written feedback with redline markup and a negotiation memo. Suitable for master service agreements, leases, or custom contracts with meaningful financial or operational stakes.

Contract drafting. NDAs, independent contractor agreements, master service agreements, vendor agreements, letters of intent, IP assignment and work for hire agreements.

Contract counseling session. A sixty-minute live call to talk through a contract in real time. No prep, no redlines, no written output. For clients who want to think through a contract conversationally rather than read a written review.

Contract template libraries. Coordinated suites of the agreements you use most (vendor, client, NDA, independent contractor, offer letter) built for your business.

Dispute resolution clause audits. Review of arbitration, venue, and governing law provisions across your active contracts for consistency and enforceability.

Cease and desist and demand letters. Formal demands with legal basis, including a brief strategy consultation.

Employment & HR

Employment law support for growing teams. Compliance review, document drafting, and advisory work that keeps hiring, managing, and parting with employees on solid legal footing.

Employee handbooks. Full drafts for new businesses, or review and update for existing handbooks. Includes compliance gap analysis and written summary of changes.

Employment agreement packages. Offer letter, employment agreement, and confidentiality agreement as a coordinated set.

Independent contractor agreements. Scope, payment, IP, confidentiality, termination, and misclassification risk addressed in one document.

Severance and release agreements. ADEA and Washington state compliance.

Single policy drafting. Remote work, expense, social media, PTO, acceptable use, or similar standalone policies.

Hiring process audits. Review of application, interview, and onboarding practices for FLSA, ADA, EEO, and Washington state compliance.

Job description compliance reviews. FLSA classification, ADA, and EEO compliance review for up to five roles.

Non-compete and non-solicitation review. Enforceability analysis under current Washington law, which significantly restricted non-competes in 2020.

Standing employment advisory. Available as a monthly retainer menu item for businesses with ongoing hiring, personnel, or compliance questions.

Regulatory & Compliance

Specialized regulatory work drawn from over a decade of in-house experience in global manufacturing and technical industries. This is not generalist compliance. It's substantive counsel on the specific regulatory regimes that govern industries with real exposure.

Export controls advisory (ITAR and EAR). Product and service review against the International Traffic in Arms Regulations and the Export Administration Regulations. Classification guidance, licensing questions, and compliance program design for businesses with international customers, suppliers, or product components.

Federal Acquisition Regulation (FAR) and government contracting. Readiness counsel for businesses pursuing federal, state, or municipal contracts. SAM.gov registration considerations, NAICS code selection, certification pathways (including WOSB and state-level certifications), and FAR flow-down compliance for subcontractors.

FCPA and anti-corruption counsel. Foreign Corrupt Practices Act advisory for businesses with international operations, overseas suppliers, or foreign sales channels. Gift and entertainment policies, third-party diligence, and compliance program design.

Antitrust and competition advisory. Counsel on pricing, distribution, customer and supplier relationships, information sharing with competitors, and industry association participation.

Industry-specific regulatory compliance. Counsel on the regulatory obligations that apply to your specific industry, including licensing requirements, reporting obligations, and regulator interactions.

Compliance program assessment. Full regulatory obligations review for your business. Gap analysis and ninety-day action plan delivered as a written deliverable.

Compliance calendar build. All recurring legal and regulatory obligations mapped with deadlines, delivered as a structured calendar the business can actually use.

Data handling and privacy assessment. Review of how the business collects, stores, uses, and transfers customer and employee data, including review of required disclosures, consent practices, and vendor data-sharing arrangements.

Governance & Structure

The legal architecture of the business itself. Entity formation, ownership structure, governance documents, and the transactional work that changes what the business is.

Business entity formation and review. Operating agreements, bylaws, articles of incorporation or organization, member and shareholder agreements.

Governance document drafting. Board resolutions, written consents, meeting minutes, and governance policies for closely held businesses.

Ownership structure and personal liability review. Entity structure review for ownership gaps, personal exposure, and recommended protections. Delivered as a written memo.

M&A and transaction due diligence support. Contract review, risk summary, and closing checklist for acquisitions, sales, and other significant transactions. Priced by scope.

Founder and partnership agreements. Documentation of ownership, decision authority, vesting, buy-sell provisions, and exit mechanics for multi-founder businesses.

IP assignment and work for hire agreements. Clean documentation of contractor-to-company IP transfer, work for hire relationships, and technology assignments, especially important ahead of any financing, sale, or significant hire.

Operations & Risk

The risk and operations work that sits between legal and business. Supplier relationships, commercial real estate, internal procedures, and managing the specialist attorneys the business occasionally needs.

Commercial lease review. Full review with written summary of key terms, risks, and negotiating positions.

Commercial lease negotiation support. Active support including redlines, landlord responses, strategy calls, and final review through signing.

Supply chain and supplier risk counsel. Review of supplier agreements, supply chain continuity provisions, force majeure and termination mechanics, and exposure from single-source or cross-border supplier dependencies.

Vendor onboarding and oversight. Legal due diligence checklists for vendor relationships, ongoing contract management, and standing vendor oversight as a monthly retainer menu item.

Procedure and SOP review. Review of existing standard operating procedures for legal exposure, liability gaps, and compliance issues. Written memo with findings.

Outside counsel sourcing and management. For matters outside scope, Understory sources, briefs, and manages specialist attorneys on the client's behalf. Available at higher retainer tiers. The benefit is cleaner scope, tighter budgets, and a GC-level intermediary between the business and specialist firms.

Website legal audit. Review of required disclosures, privacy compliance, and terms enforceability. Written gap summary.

Terms of service and privacy policy. Drafting or review for enforceability, required disclosures, and current standards.

Situation playbooks. One situation, one written plan. Common requests include non-payment, employment complaint, subpoena response, and regulator inquiry.

Monthly Retainers

For businesses that want ongoing legal counsel without hiring in-house. Retainers are structured in four tiers, each with a mandatory monthly advisory call and a menu of services selected at signup. Clients choose the menu items that match how they actually use legal support, whether that's a second contract review, standing employment advisory, vendor oversight, regulatory compliance check-ins, or drafted documents.

Retainers are month-to-month with thirty days' written notice to cancel. Retainer clients receive a discount on any flat fee project work throughout the engagement.

Typical fit: Businesses with recurring contracts, active hiring, a commercial lease, ongoing regulatory exposure, or enough legal questions each month that a single flat fee project isn't the right container.

Strategic Resets

A two-session diagnostic for businesses that want a clear picture of where they stand. Session one is a legal inventory and risk map covering every active legal relationship. Session two covers governance, entity structure, ownership, and financing documents. The deliverable is a written ninety-day priority plan with findings, ranked priorities, and action steps.

Available as a one-time project or as an annual compliance checkup for existing retainer clients. Sessions can take place in the Tacoma office, as a walking meeting in the Stadium District or at Chambers Bay, or remotely over Google Meet.

Typical fit: Businesses at an inflection point. A recent growth spurt, a new partnership, a change in ownership, a first real hire, new regulatory exposure, or the uneasy sense that the legal foundation hasn't kept pace with the business.

Office Hours

A sixty-minute session on any business legal topic. No retainer required.

Available as a single session, a three-session pack valid for ninety days, or a recurring monthly hour. Office Hours are often the first step before a longer engagement, and they're also a common upgrade path into a monthly retainer.

Typical fit: One defined question. A contract you want a second set of eyes on before signing. An employment situation that needs a legal perspective before you make a decision. A regulatory question that needs a quick answer. A new business idea that needs a qualified read.

Workshops & Training

Half-day workshops for founders and leadership teams.

Field Notes. A four-hour operational risk intensive. Contract red flags, employment risk, vendor management, and a live risk audit worked through in session. Five to seven participants.

Groundwork. A three-hour introduction to business law fundamentals. Entity basics, contracts, employment essentials, and how to spot the issues that actually matter. Five to seven participants.

Custom team training. Built to the team's specific situation. Common requests include contract literacy for sales teams, employment basics for new managers, export controls awareness for operations and shipping staff, and legal issue spotting for leadership.

Public speaking. Available for conferences, founder communities, professional organizations, and industry associations on topics across commercial law, employment, regulatory compliance, and operational risk.

FAQ

What does a typical engagement cost?

Flat fee projects generally start in the low four figures, with pricing set after a brief conversation to scope the work. Monthly retainers are structured in four tiers and are priced accordingly. Retainer clients receive a discount on all flat fee project work.

Do you take clients on an hourly basis?

No. Every engagement runs on a flat fee or a monthly retainer. The goal is to remove invoice anxiety for the client and clock-watching for the firm.

What's the difference between a contract review and a contract counseling session?

A contract review is written feedback delivered by email. A contract counseling session is a sixty-minute live call to talk through a contract together. Different products, different deliverables. Clients sometimes use both on the same contract.

What kinds of businesses do you work with?

Founder-led small and mid-size businesses across a range of industries, with particular depth in manufacturing, technical industries, professional services, and businesses with international or regulated operations. Common client profiles include companies with commercial leases, recurring contracts, active hiring, supplier networks, or government contracting ambitions.

What's not in scope?

Understory does not handle litigation, criminal matters, tax advice, estate planning, non employer-side immigration, family law, personal injury, bankruptcy, or intellectual property prosecution (patents and trademarks). For matters outside scope, clients are referred to appropriate specialists. At higher retainer tiers, the firm can source, brief, and manage outside counsel on the client's behalf.

What jurisdictions do you practice in?

Understory is licensed in Washington State and serves clients based across the country. Much of the firm's work, including commercial contracts, general business advisory, policies and procedures, regulatory compliance under federal law, and workshops, is not state-specific. For matters that require advice under another state's law, the firm will confirm authority to advise or refer to qualified local counsel. Oregon admission by motion is in progress and expected in the first quarter of 2027.

How do I get started?

Through the Contact page. Understory reviews every inquiry and runs a conflicts check before any scheduling. You'll hear back by email with next steps.