Fractional General Counsel and Corporate Secretary

About HOSoptima HOSoptima is an early\-stage transportation technology company focused on Hours\-of\-Service compliance, driver competency, fleet safety, training and assessment, and the future development of compliance intelligence using fleet, ELD, telematics, and related operational data. We are bootstrapped and pre\-revenue and are preparing for commercialization, fleet pilots, enterprise customers, strategic partnerships, and future financing. We are seeking an experienced attorney to serve as HOSoptima’s Fractional General Counsel and Corporate Secretary and become the Company’s primary legal advisor as we grow. This is not a traditional outside\-counsel role where the attorney waits for individual assignments. We are looking for a legal quarterback. What We Want We want someone who will learn HOSoptima deeply and proactively lead the legal side of building the company. The GC should not wait for the Founder/CEO to identify the legal question first. We expect the GC to proactively identify risks, opportunities, missing legal infrastructure, and upcoming requirements; recommend priorities before being asked; challenge assumptions where appropriate; distinguish meaningful risk from theoretical risk; and tell management what must be handled now, what should happen before the next milestone, and what can reasonably wait. We are hiring judgment, leadership, foresight, and practical business sense, not simply legal drafting. The GC should be comfortable telling the Founder/CEO: “Here is what I think we need to address next, here is why, here are the options, and here is my recommendation.” Final business decisions and Company authority remain with the CEO and Board. Core Responsibilities The GC will serve as HOSoptima’s primary legal advisor and legal\-function leader. The ordinary scope will include matters reasonably within the selected attorney’s demonstrated experience and professional competence. Corporate, Founder \& Governance Responsibilities may include corporate\-governance review and remediation; charter and bylaws; board and stockholder actions; founder documentation; capitalization and stock records; founder\-control structures; officer and director matters; corporate approvals; equity\-compensation oversight; financing and diligence readiness; maintenance of Company records; and service as Corporate Secretary. HOSoptima already has substantial corporate and founder documentation. We do not want counsel to recreate documents unnecessarily. We want the GC to determine: What exists? What is valid? What is missing? What is inconsistent? What should be corrected? What can wait? Founders, Contractors, Advisors \& Team Members The GC will help structure and document relationships with founders, employees, contractors, advisors, consultants, sales partners, referral partners, revenue partners, and future executives. Relevant issues include confidentiality, invention and IP assignments, work\-product ownership, compensation, commissions, worker classification, conflicts, outside\-employment restrictions, pre\-existing IP, termination, authority, and corporate approvals. Intellectual Property Responsibilities may include founder IP ownership; contractor and contributor IP assignments; software and source\-code ownership; training and assessment materials; proprietary methodologies; copyright; trademarks; software licensing; open\-source issues; trade secrets; licensing strategy; and protection of proprietary technology. SaaS, Commercial \& Enterprise Contracts The GC will develop, review, and negotiate HOSoptima’s commercial contracting framework, including as appropriate: pilot and evaluation agreements; MSAs and SaaS agreements; order forms and SOWs; NDAs; DPAs and data\-rights provisions; licensing, API, integration, vendor, and technology agreements; referral, channel, and strategic partnership agreements; limitation of liability and indemnification; enterprise procurement terms; renewals and termination; and customer negotiation strategy. We want contracts that protect HOSoptima without making it unnecessarily difficult for customers to say yes. Website, Digital Product \& Public Policies HOSoptima already has initial website, privacy, data\-usage, Terms \& Conditions, and California privacy materials that will require professional review and validation. The GC will review the Company’s website, platform, forms, public claims, and actual operational practices and develop or remediate, as appropriate, Website Terms, platform terms, Privacy Policy, Data Usage Policy, cookie/tracking disclosures, applicable privacy notices, notice\-at\-collection language, Acceptable Use Policy, form disclosures and consent language, marketing consent language, IP notices, AI\-related disclosures, product/compliance disclaimers, FMCSA/government non\-affiliation language, and certification\-related disclaimers. The goal is not merely to publish policies. The goal is to ensure HOSoptima does what its policies say and says only what it can substantiate. Data, Privacy, Security \& AI HOSoptima expects to work with fleet information, driver information, assessments, training records, credentials, operational information, ELD/telematics data, and potentially AI\-assisted functionality. The GC will advise on customer data rights, privacy, personal information, data ownership, consent, retention and deletion, aggregation and de\-identification, derived data and benchmarking, AI\-related data use, vendors and subprocessors, security commitments, incident response, enterprise data\-processing requirements, AI governance, AI contractual provisions, and product\-development legal support. Transportation \& Regulated\-Industry Risk HOSoptima operates in a regulated transportation environment. We do not expect the GC to personally be the Company’s substantive FMCSA/HOS regulatory specialist unless the selected attorney independently has that expertise. We do expect the GC to proactively identify and manage legal risk involving transportation/HOS product claims, compliance representations, certification terminology, customer reliance, disclaimers, driver/fleet liability, risk scoring, AI\-assisted compliance information, safety representations, insurance\-related use cases, marketing claims, government\-affiliation representations, and situations requiring specialist regulatory counsel. Where specialist counsel is needed, the GC remains HOSoptima’s legal quarterback. Financing, M\&A \& Strategic Transactions Where supported by the GC’s experience, responsibilities may include financing strategy, SAFE and convertible financings, equity financings, board/shareholder financing matters, corporate diligence, strategic investments, acquisitions, mergers, transaction negotiations, and coordination with specialist securities, tax, or transaction counsel where necessary. Employment \& HR Responsibilities may include employment and executive agreements, contractor arrangements, compensation questions, worker classification, HR legal matters, workplace policies, termination issues, workplace disputes, and coordination with specialist employment counsel where appropriate. Disputes \& Litigation Litigation and disputes are not automatically outside the GC role. Where within the selected GC’s experience and competence, responsibilities may include threatened claims, demand letters, pre\-litigation strategy, commercial disputes, IP disputes, settlement strategy, litigation strategy, litigation management, and supervision of outside litigation counsel. For matters requiring specialized trial resources, extensive discovery, unusual workload, regulatory\-enforcement expertise, or highly specialized litigation experience, the GC may recommend specialist counsel while continuing to manage the matter for HOSoptima. Specialist Counsel Model We do not expect one attorney to personally specialize in every legal discipline. The GC should recognize when specialist counsel is appropriate in areas such as substantive FMCSA/transportation regulation, patent prosecution, complex tax, highly specialized securities matters, specialized employment litigation, immigration, government or criminal enforcement, foreign/local law, or other specialized matters. The GC should identify the issue, recommend the approach, help select specialists when necessary, and coordinate the matter. The GC will not have unilateral authority to retain outside professionals or incur material legal expense without Company approval. Initial 60\-Day Legal Readiness Mandate The first 60 days will be an intensive legal\-readiness period. Our goal is not to create paperwork for the sake of paperwork. Our goal is to make HOSoptima legally ready for contributors, commercialization, pilots, website/platform operations, enterprise discussions, and future financing. Days 1–30 The GC will prepare a HOSoptima Legal Foundation \& Commercial Readiness Audit — V1\. The audit should identify what exists, what is legally sufficient, what is missing, what is inconsistent or defective, what requires immediate remediation, what should be completed before commercialization, what should happen before enterprise procurement or financing, and what can reasonably wait. The review should cover, as applicable, corporate and governance records; charter and bylaws; board and stockholder records; founder stock and cap table; founder\-control structure; founder IP; pre\-incorporation assets and agreements; officers and directors; contributor/contractor/advisor arrangements; existing equity promises; contracts; website/privacy policies; product and marketing claims; data/security practices; FMCSA/compliance language; insurance/liability considerations; financing readiness; and due\-diligence readiness. Issues should be classified: Critical Now \| Before Pilot \| Before Enterprise Customer \| Before Financing \| Later Days 31–60 The GC should complete or establish the highest\-priority legal infrastructure identified through the audit. Depending on findings, this may include corporate/founder remediation; founder and contributor IP documentation; contractor/advisor agreements; Fleet Pilot Agreement; Pilot SOW; enterprise\-ready MSA/SaaS agreement; Order Form; NDA; DPA/data\-rights provisions; website Terms and privacy materials; public disclaimers; product/claims framework; contract approval matrix; liability/indemnification framework; customer negotiation playbook; specialist\-counsel matrix; legal repository/data\-room organization; and enterprise procurement readiness. At the end of the initial period, the GC should deliver a 12\-Month HOSoptima Legal Roadmap identifying: Completed \| Critical Next \| Before Enterprise Procurement \| Before Financing \| Can Wait Ongoing Proactive Legal Leadership After the initial 60\-day period, the GC will continue as HOSoptima’s primary legal advisor. We expect recurring legal\-management updates covering material risks, upcoming requirements, open contracts, corporate actions, disputes, product/regulatory concerns, specialist\-counsel needs, decisions needed from the Founder/CEO, matters that should intentionally be deferred, and the GC’s recommended priorities. Practicality Matters HOSoptima is a bootstrapped startup. We do not want mature\-company legal bureaucracy imposed on an early\-stage business merely because it represents theoretical best practice. The GC should calibrate legal work to actual risk, Company stage, available resources, customer requirements, commercial priorities, and upcoming milestones. We value an attorney who can say both: “You need legal protection here.” and “This does not justify spending time or money yet.” Authority \& Company Control The GC will have meaningful access to Company information necessary to perform the role and will attend Board meetings as General Counsel and Corporate Secretary. Unless specifically authorized by the CEO or Board, the GC will not have authority to bind HOSoptima to contracts, sign financing commitments, issue equity, borrow money, settle material claims, control Company bank accounts, hire or terminate personnel, retain outside professionals, incur material Company expenses, or execute a general power of attorney. The GC may advise, negotiate, draft, recommend, coordinate, and lead legal strategy. Final Company authority remains with the CEO and Board. Time Commitment During the initial 60\-day legal\-readiness period, we anticipate approximately 8–10 hours per week on average, with reasonable flexibility for heavier weeks. After the initial 60 days, we anticipate approximately 4–6 hours per week on average, depending on Company needs. The relationship is intended to be responsibility and outcome focused rather than traditional hourly outside counsel. Material sustained increases in workload will be discussed and agreed in advance. Compensation $50,000 annualized fixed cash compensation $4,166\.67 per month All compensation will initially accrue and remain deferred pursuant to a written deferred\-payment agreement. No Equity HOSoptima is not offering equity compensation for this role. No stock, options, warrants, SAFEs, or other equity\-linked compensation. This is a cash\-only arrangement. Deferred Payment Structure The proposed structure is that monthly compensation accrues but remains unpaid until HOSoptima reaches $500,000 in cumulative Qualified Cash Receipts. The contemplated threshold will generally aggregate cash actually received from bona fide unaffiliated customers for Company products or services and qualifying third\-party financing transactions. Receipt of revenue or financing below the $500,000 cumulative threshold will not, by itself, commence payment. The final agreement will define Qualified Cash Receipts and address founder contributions and loans, single large financing events, gradual accumulation of receipts, payment of the accrued balance, prospective compensation after the trigger, termination before the trigger, sale/change\-of\-control events, and compliance with applicable legal and professional\-responsibility requirements. The final structure will be subject to HOSoptima’s independent legal review. What We Are Looking For Strong candidates will have meaningful experience in several of the following areas: General Counsel or Head of Legal roles; fractional/outside GC work; startups and founder\-led companies; enterprise SaaS; Fortune 500 or major enterprise negotiations; technology transactions; corporate governance; venture financing; M\&A; artificial intelligence; product counseling; privacy and security; intellectual property; licensing; employment/HR; litigation/dispute management; transportation technology; logistics/fleet technology; telematics/ELD; insurance/insurtech; compliance technology; or another regulated industry. We value practical judgment over pedigree. Application Questions Please address the following: Describe your experience negotiating enterprise SaaS, technology, or other sophisticated commercial agreements. Describe your relevant experience in corporate governance, financing, AI/product counseling, privacy/security, IP, employment, M\&A, and litigation/dispute management. Have you worked in transportation, logistics, fleet technology, telematics/ELD, insurance, compliance technology, or another regulated industry? Are you comfortable serving as Corporate Secretary and attending Board meetings without serving as a director? Are you comfortable with a fixed $50,000 annualized cash\-only arrangement that is initially deferred until a defined $500,000 payment trigger? * Do you currently have another employer, client relationship, or legal obligation that could restrict your ability to serve as HOSoptima’s General Counsel and Corporate Secretary? Pay: $95,500\.00 \- $116,000\.00 per year Work Location: Remote