Project Services Agreement Lawyers for Santa Clara, California

www.linkedin/in/michaelbmiller I am an experienced contracts professional having practiced nearly 3 decades in the areas of corporate, mergers and acquisitions, technology, start-up, intellectual property, real estate, employment law as well as informal dispute resolution. I enjoy providing a cost effective, high quality, timely solution with patience and empathy regarding client needs. I graduated from NYU Law School and attended Rutgers College and the London School of Economics as an undergraduate. I have worked at top Wall Street firms, top regional firms and have long term experience in my own practice. I would welcome the opportunity to be of service to you as a trusted fiduciary. In 2022 and 2023, I was the top ranked attorney on the Contract Counsel site based upon number of clients, quality of work and number of 5 Star reviews.

Attorney with a wide-range of experience

G'day, my name is Michele! I work with startups, entrepreneurs and small/medium-sized businesses across the country in a wide array of industries. I help them with all of their ongoing, daily legal needs. This includes entity formation, M&A, contract drafting and review, employment, asset sale & acquisition, and business sales or shareholder exits. I'm half-Australian, half-Italian, and I've lived the last 20+ years of my life in America. I've lived all over the USA, completing high school in the deep south, graduating cum laude from Washington University in St. Louis, and then cum laude from Georgetown University Law Center. After law school I worked for the Los Angeles office of Latham & Watkins, LLP. After four intense and rewarding years there, I left to become General Counsel and VP of an incredible, industry-changing start-up called Urban Mining Company (UMC) that manufactures rare earth permanent magnets. I now work for Phocus Law where I help run our practice focused on entrepreneurs, startups, and SMEs. I love what I do, and I'd love to be of help! My focus is on providing stress-free, enjoyable, and high-quality legal service to all of my clients. Being a good lawyer isn't enough: the client experience should also be great. But work isn't everything, and I love my free time. I've been an avid traveler since my parents put me on a plane to Italy at 9-months old. I'm also a music nut, and am still looking for that perfect client that will engage me to explain why Dark Side Of The Moon is the greatest album of all time. Having grown up in a remote, and gorgeous corner of Australia, I feel a strong connection to nature, and love being in the elements.

Corporate, M&A & Securities Lawyer | Managing Attorney, DP Counsel PLLC Practice Areas: Business Formation | Commercial Contracts | Contract Drafting & Review | Mergers & Acquisitions | Venture Capital | Securities Offerings | Franchise Law | Employment & Equity Compensation | Intellectual Property | Cross-Border Transactions About/Bio: I represent companies, investors, and fund sponsors in corporate transactions, commercial contracting, and private securities matters, from entity formation and early-stage financings to acquisitions, exits, and ongoing strategic counsel. As Managing Attorney of DP Counsel PLLC, I help clients structure transactions clearly, allocate risk thoughtfully, and move deals forward with documentation that is practical, enforceable, and aligned with business objectives. My practice includes both day-to-day commercial matters and more complex transactional work, including venture financings, private offerings, M&A deals, fund-related documents, and cross-border structuring. What I Do: Corporate & Commercial • Entity formation and structuring for corporations, LLCs, and limited partnerships • Operating agreements, shareholder agreements, and governance documents • Commercial contract drafting, review, and negotiation • Vendor, distribution, manufacturing, SaaS, and licensing agreements • Employment, consulting, confidentiality, and equity compensation agreements • Outside general counsel support for growing companies Securities & Private Capital • Private offerings under Regulation D and Regulation S • Private placement memoranda, subscription agreements, and investor documents • SAFE, convertible note, and priced equity financings • Venture capital and private fund formation matters • Fund governing documents and offering document packages • Securities law analysis for private capital raising transactions Mergers & Acquisitions • Letters of intent and term sheets • Stock purchase, asset purchase, and merger agreements • Due diligence coordination and transaction support • Disclosure schedules, closing documents, and post-closing matters • Earnouts, rollover equity, indemnity structures, and related deal terms • HSR, CFIUS, and related regulatory issue spotting for qualifying transactions Digital Assets & Emerging Technologies • Federal-law digital asset and token securities analysis • Entity structuring for blockchain and Web3 ventures • Digital asset fund and operating structures • AML/KYC documentation support and regulatory issue spotting Franchising • Franchise Disclosure Documents (FDDs) • Franchise agreements • Master franchise and area development agreements • Franchise structuring and registration coordination Real Estate Transactions • Commercial real estate acquisitions and dispositions • Real estate joint ventures and syndications • Commercial lease drafting and negotiation • Real estate investment structures and related offering documents Cross-Border & International • U.S. market entry and entity structuring for international clients • Delaware and multi-entity holding structures • Cross-border transaction planning and documentation • Coordination with foreign counsel and tax advisors on cross-border matters Why Clients Hire Me: • Big-law-level drafting with boutique responsiveness • Practical, business-focused advice grounded in execution reality • Clear scoping and transparent fee arrangements • Experience across financings, acquisitions, fund formations, and cross-border transactions Typical Projects: • Contract drafting and negotiation • Entity formation and governance packages • Private offering document suites • Venture financing documentation • M&A transactions from LOI through closing • Fractional or outside general counsel support Industries Technology | SaaS | FinTech | Digital Assets | E-commerce | Healthcare | Real Estate | Food & Beverage | Professional Services

Skilled in the details of complex corporate transactions, I have 15 years experience working with entrepreneurs and businesses to plan and grow for the future. Clients trust me because of the practical guided advice I provide. No deal is too small or complex for me to handle.

After 15+ years at leading firms in Silicon Valley, Boston, and DC, I started Supernova Law to partner with the clients who inspire me most—start-ups, mission-driven companies, B-Corps, and non-profits. My goal is simple: provide accessible, affordable, high-quality legal support to innovators creating positive change for our society. At Supernova Law, your vision and values come first.

Member CA State Bar since 1978. Martindale-Hubbell rated A-v Preeminent. Avvo 5-stars

Kresimir Peharda is a corporate and M&A attorney. His clients benefit from his experience representing public companies and hands-on operational experience in three start-ups, two in healthcare and one in real estate. Kresimir has assisted his public clients in IPOs, spin-offs, going private transactions, SEC compliance, corporate governance, corporate reorganizations and complex financing transactions. He advises early stage and middle market companies on contracts, equity compensation, debt and equity financing, mergers and acquisitions, and shareholder matters.

AI and crypto-savvy Attorney with 20+ years’ experience advising companies in I.T., software, telecommunications, FinTech and Artificial Intelligence (AI) with 9+ yrs spent in GC roles. Barred in 3 states (Calif. New York & Wash. D.C.) plus the U.S. Supreme Court. Registered Patent Attorney (USPTO). Extremely versatile, with subject matter expertise in a variety of legal topics highly useful for tech and startup companies, including IP, privacy, financial / banking laws (Regulation E, UDAAP, ID Theft Red Flags Rule, etc.), AML, KYC, export controls, litigation/ADR, cryptocurrency regulations and the rules governing the use of A.I. Deep understanding of computer technology via Master’s in Comp. Info. Systems (MSCIS). Also pre-law business experience. Certifications: Certified Anti-Money Laundering Specialist (CAMS); Certified Information Privacy Professional (CIPP-US); Certified HIPAA Professional. Education: Law degree (JD): UCLA, 2003. MSCIS: Boston Univ., 2011.

For more than three decades, Kevin M. Gross has served as a trusted legal advisor to senior management and executive teams providing guidance on global compliance issues (anti-corruption, trade regulation, AML/KYC, privacy, and conflicts of interest), strategic concerns, due diligence, and risk mitigation strategies. In 2020, he founded C&R Consulting Group LLC to provide practical, cost-effective compliance and risk services to small and medium sized businesses. Prior to starting his own consulting firm, Kevin worked at Penumbra, Inc., a global healthcare company that manufactures and sells medical devices to healthcare providers, hospitals and clinics in more than 100 countries. At Penumbra, Kevin was the primary legal advisor to the company’s international sales and marketing executives. In addition, as Penumbra’s principal compliance lawyer, he conducted risk assessments and provided guidance and solutions to Penumbra’s internal compliance team. He oversaw due diligence on Penumbra’s international distributors, regulatory and sales agents, and other commercial partners. Prior to joining Penumbra, Kevin spent 15 years inside Chevron’s legal, compliance and upstream law departments, where he advised senior management on the company’s compliance and risk programs. Kevin overhauled Chevron’s hotline and investigations programs, strengthened internal controls and compliance procedures, and developed best practices and training for compliance personnel and investigators. Kevin also managed and conducted dozens of sensitive, high-profile investigations across six continents (internal and external), including FCPA, cybersecurity threats, and high-value theft and procurement frauds. Kevin directed outside counsel responses to SEC and DOJ inquiries, which were terminated without further action. He developed and conducted FCPA and compliance training for leadership teams and others across the enterprise. Prior to his tenure at Chevron, Kevin spent a decade as a senior enforcement attorney at the US Securities and Exchange Commission Division of Enforcement. At the SEC, he investigated and prosecuted cases involving securities fraud, insider trading, accounting fraud, options backdating, Ponzi schemes, and FCPA violations. Kevin filed and litigated SEC administrative and federal court actions against companies and individuals accused of violating federal securities laws. Early in his career, Kevin was a commercial litigator at Faegre Drinker LLP, an AmLaw 100 firm where he oversaw the investigation and resolution of insurance coverage disputes and other commercial litigation matters. In this role, Kevin took and defended hundreds of depositions, argued dozens of motions, and brought several cases to jury trials in US district courts. Kevin has received numerous accolades from clients and industry leaders, and is a frequent speaker at ACC, ACI, BECA, Consero and other conferences.