Legal Counsel, Commercial & Corporate

We're rebuilding vertical software with AI — from the inside.

Embrace owns the software running inside 16% of the Fortune 500, 45+ state agencies, and 450+ banks and credit unions. We acquire entrenched vertical software businesses and rebuild them around AI — products, operations, go-to-market, all of it. Our Venture Lab launches new AI-native products into those same markets, using the distribution and customer relationships our portfolio already owns.

You'll ship AI into production against real workflows, real customers, and a P&L you can see move within a quarter.

We hire people who want scope, speed, and ownership, and who are tired of working on AI that never reaches a customer. If you want to spend the next five years shipping into software that already runs the economy, talk to us.

Job Description

This is a remote position.

We are looking for a practical, business-minded Legal Counsel to support day-to-day commercial contracts, corporate governance, M&A integration, and legal risk management across Embrace and its subsidiaries. Documents requiring review will come from business operations, finance, HR, sales/procurement, and other departments across the group. This is a hands-on role: until the company reaches its next stage and the team expands, the Legal Counsel should expect to handle related administrative coordination, including document intake, tracking, follow-up, and records organization.

• Provide practical legal support for commercial contracts and business matters across multiple subsidiaries.
• Help business teams identify and manage legal, operational, financial, and compliance risks.
• Coordinate with outside counsel for specialized matters, including employment, IP, privacy, litigation, and complex M&A issues.
• Use technology, including AI-enabled tools, to improve contract review, document management, and workflow efficiency.

Key Responsibilities

Commercial Contracts

• Review, draft, revise, and negotiate SaaS, software license, professional services, NDA, reseller/channel, vendor, amendment, and renewal agreements.
• Identify key legal and business risks, including liability caps, indemnities, data/security obligations, IP, payment terms, termination, assignment, and governing law.
• Advise business, finance, sales, procurement, and operations teams on contract positions and practical fallback language.
• Maintain and improve standard contract templates, clause language, approval rules, and contract review playbooks.

Corporate Governance and Entity Management

• Support corporate governance and entity management for Embrace and its subsidiaries.
• Prepare and maintain resolutions, consents, officer/director records, organizational documents, and corporate records.
• Coordinate annual filings, business registrations, entity qualifications, and other corporate compliance matters.
• Work with internal teams and outside counsel to maintain accurate subsidiary records across jurisdictions.

M&A and Integration Support

• Support acquisitions and strategic transactions through legal due diligence, document review, contract summaries, and issue tracking.
• Review target company contracts for assignment, change-of-control, consent, termination, exclusivity, liability, IP, and compliance issues.
• Support post-closing integration, including contract assignments, entity updates, IP records, and governance cleanup.
• Coordinate with finance, operations, HR, executive leadership, and outside counsel during diligence and integration.

IP, Insurance, and Risk Management

• Coordinate with outside IP counsel on trademark, copyright, domain, assignment, renewal, and maintenance matters.
• Maintain internal IP records, including registrations, applications, licenses, assignments, and ownership changes.
• Support annual insurance renewals and review customer/vendor insurance requirements with finance, brokers, and business teams.
• Advise on contract risk allocation, including indemnity, limitation of liability, insurance obligations, and related provisions.

HR, Compliance, and Special Projects

• Support HR and management on employment-related documentation and risk-management matters, with outside employment counsel for higher-risk issues.
• Review…