CLOSE DEALS

Your Embedded Deal Partner

One legal partner across every venture, every deal, every decision. I learn your business and move with you—not against your momentum.

By Drew Jacobs, Esq. — Founder, Jacobs Counsel LLC

Last reviewed: May 2026

Discuss Your Business →Just Need One Deal?

What is embedded counsel and how does it work?

Legacy law firms bill by the hour and start every matter from scratch. Embedded Counsel is your ongoing deal partner — we learn your business, understand your goals, and handle legal matters as they arise so you can focus on building.

Embedded in Your Business

We're not "outside counsel" in name only — we become part of your team. You get direct access to your attorney, not a paralegal or intake coordinator.

Fast Response Times

Same-day or next-day responses on urgent matters. No more waiting days for a callback or paying rush fees for basic attention.

Proactive Guidance

We don't just react to problems — we help you spot risks before they become issues and advise on strategic decisions in real time.

📥 Free Download: The Startup Legal Playbook

Agile outside counsel strategies for SaaS growth, funding rounds, and AI innovation.

Download Free Guide

For AI & SaaS Founders

Looking for fractional general counsel for an AI startup?

Read our deep-dive on how fractional GC works for AI-native and SaaS companies — covering MSAs, DPAs, model-training risk, IP assignment, and investor-ready legal infrastructure.

Read: Fractional General Counsel for AI Startups →

How much does outside counsel cost?

Predictable monthly pricing based on your needs. No hourly billing, no surprise invoices.

Starter

Monthlyretainer

For early-stage startups and solo operators

Contract review and drafting

Entity maintenance

Quarterly strategy call

Email and phone access

Get Started

Growth

Monthlyretainer

For scaling companies with active deal flow

Everything in Starter, plus:

Unlimited contract review

IP and trademark monitoring

Monthly strategy session

Vendor and partner negotiations

Get Started

Enterprise

Custompricing

For companies with complex multi-state or multi-entity needs

Everything in Growth, plus:

Regulatory compliance management

Board and investor support

Custom legal playbooks

Priority turnaround

Discuss Your Needs

All tiers are month-to-month. No long-term commitment required.

What's included in every outside counsel retainer?

Strategic Business Counsel

Proactive guidance on business strategy, risk management, and legal planning—not just reactive advice when problems arise.

• Entity formation and structuring advice
• Strategic planning for growth and expansion
• Risk assessment and mitigation strategies
• Regulatory compliance monitoring

Contract Review & Negotiation

Every contract you sign is reviewed, marked up, and negotiated to protect your interests and maximize value.

• Customer and vendor agreements
• Partnership and JV deals
• Licensing and distribution contracts
• Talent and influencer agreements

Employment & HR Support

Hiring employees or contractors? We draft employment docs, handle HR issues, and ensure compliance with labor laws.

• Employment offer letters and agreements
• Independent contractor agreements
• Confidentiality and IP assignment docs
• Termination and severance guidance

On-Demand Legal Support

When urgent legal issues arise, you get fast responses — not "we'll get back to you in 3-5 business days."

• Same-day or next-day responses on urgent matters
• Quick legal research and memo drafting
• Demand letter and C&D responses
• Crisis management and triage

How does the outside counsel engagement work?

We learn your business

A strategy call to understand your operations, risk profile, and legal needs.

We build your legal stack

Entity docs, contracts, IP filings, and compliance frameworks tailored to your business.

We stay embedded

Ongoing counsel as your business grows. One relationship across every deal and venture.

Who Outside Counsel Is For

Startups & Scale-Ups

Growing companies that need strategic legal guidance but aren't ready for a full-time General Counsel.

How we help:

• Provide fractional GC services and strategic guidance
• Handle contract negotiation and deal structuring
• Manage employment matters and HR compliance
• Support investor relations and fundraising docs

Learn More →

Gaming & Esports Companies

Companies navigating complex gaming regulations, player contracts, licensing deals, and multi-state compliance.

How we help:

• Serve as ongoing counsel for gaming law compliance
• Review player contracts and tournament rules
• Handle regulatory filings and license applications
• Monitor multi-state compliance changes

Learn More →

Athletes & Creators Building Businesses

High performers signing deals, launching products, and managing partnerships who need responsive industry-savvy counsel.

How we help:

• Act as on-retainer counsel for NIL deals and partnerships
• Review contracts before signing, negotiate better terms
• Provide strategic advice for business ventures
• Handle day-to-day legal matters across ventures

Athletes →

High-Performing Professionals

Executives, consultants, and professionals building side ventures or managing multiple business interests.

How we help:

• Provide ongoing counsel for business ventures
• Review employment contracts and comp packages
• Structure side businesses and investment vehicles
• Handle estate planning and wealth preservation

Learn More →

Free Startup Legal Playbook

🚀

The Startup Legal Playbook

Agile outside counsel strategies for SaaS growth, funding rounds, and AI innovation.

Embedded Counsel vs. Traditional Law Firm

Feature	Jacobs Counsel	Traditional Firm
Pricing	Fixed monthly fee	Hourly billing
Access	Direct to your attorney	Through associates
Turnaround	24–48 hours standard	1–2 weeks typical
Scope	Unlimited within tier	Metered by the hour
Technology	AI-assisted workflows	Manual processes

Frequently Asked Questions

What is outside general counsel?

Outside general counsel is a dedicated attorney who serves as your company's legal partner on a fixed monthly retainer, handling contracts, compliance, HR issues, and strategic legal decisions without the cost of a full-time hire.

How much does outside counsel cost?

Monthly retainers are scoped based on the volume and complexity of your legal needs. Every engagement is quoted upfront with no hourly billing surprises. Book a call to discuss pricing.

What's the difference between outside counsel and a law firm?

Traditional firms bill by the hour through associates. Outside counsel provides a direct relationship with your attorney on a fixed fee, with faster turnarounds and deeper knowledge of your business.

What types of companies use outside counsel?

Startups, growing SaaS companies, creator-led businesses, and small to mid-size companies that need ongoing legal support but aren't ready to hire a full-time general counsel.

Can I switch from hourly billing to a retainer?

Yes. Many clients start with a one-off project and transition to a monthly retainer once they see the value of having a dedicated legal partner. We'll help you determine the right tier for your needs.

AI-Native Advantage

AI handles first-pass review of vendor contracts, employment agreements, and fundraising documents. You get senior strategy without paying for junior associate research hours.

Learn how we work