NDAs and Essential Contracts for Early Stage Companies: ENET Meeting, May 2, 2017

TOMORROW NIGHT, on Tuesday, May 2, 2017 at 630pm, the Boston Entrepreneurs’ Network (ENET), will hold a meeting with speakers on this subject, at the group’s Waltham location:  Constant Contact, 1601 Trapelo Rd., 3rd Floor, Great Room, Waltham, Massachusetts (Exit 28, I-95/Route 128)

Are contracts, and the lawyers who draft them, expensive time sinks, or are they essential tools for early stage companies? Boston ENET will endeavor to make the case that contracts, from Non-Disclosure Agreements (NDAs) to Employee Agreements to Acquisitions Agreements really are essential tools for all companies, including early stage ones.

Contracts set the stage for expectations and behaviors – defining who will do what, how and when. 

Join us for a lively discussion with panelists who have ‘been there and done that’ who will share their insights on contracts as invaluable tools for charting the path to success from the seed of an idea for a startup to successful, high growth corporation.

630-730 PM Registration & networking
730-740 PM ENET Chairman’s announcements
740-755 PM E Minute – Up to 3 Startup companies’ presentations
755-845 PM – 3 or 4 expert speakers on the night’s topic
845-900 PM – Audience / Speakers Q & A
900-930 PM – Final networking including meeting speakers


Janice BourqueJanice Bourque, Managing Director, Life Sciences, Hercules Technology Growth Capital

Janice Bourque is Managing Director of Life Sciences for Hercules Capital, a premier specialty finance company providing debt and equity to venture capital and private equity backed, and small cap public life science companies at all stages of development with $5.9 billion committed to over 350 life science, technology and renewable energy companies.  Deals include BIND Bioscience, Brickell, Cempra Pharmaceuticals, Concert Pharmaceutical, Cranford Pharmaceuticals, Dance Pharmaceuticals, deCode Genetics, Gamma Medica, Glori Energy, Medrobotics, Metuchen Pharmaceuticals, Ninepoint Medical and Pulmatrix.

Previously, Ms. Bourque provided strategic corporate investor fundraising for Commons Capital and Oxford Bioscience Partners for innovative healthcare investments for emerging and developing countries and was Senior Vice President, Group Head-Life Sciences for Comerica Bank. While at Comerica, notable deals included deals that led to several M&A exits including Hypnion/Eli Lilly; Adnexus/Bristol Meyers Squibb; and Morphotek/Eisai Pharmaceuticals.

Ms. Bourque was President/CEO of the Massachusetts Biotechnology Council (MBC) which was at the forefront of the biotechnology revolution as the first biotechnology association in the world. Ms Bourque held senior managerial positions at Cambridge Medical Technology Corporation and Coopers & Lybrand Emerging Technology Group.

Ms. Bourque is on several boards: Poxel Inc, The Village Bank, Commodore Builders, Forsyth Institute, Emeritus Director of the MIT Koch Institute for Integrative Cancer Research Springboard Enterprises Life Science Council and is a member of Women on Corporate Boards and the Women’s Forum.  She is also active in Newton and serves as co-president of the Crystal Lake Conservancy and Board member of The Hyde Community Center.  Ms. Bourque is a trustee for a privately developed community home for differently-abled young working women and men.  She was named one of Boston Magazine’s 100 most influential women and Newton Living Magazine’s 10 most influential women.  Ms. Bourque received her MBA degree in finance and accounting and her BS degree in veterinary science from the University of New Hampshire.

John GraysonJohn Grayson, Founder, President, Genuine

John Grayson, President of Genuine, helps leading brands drive innovation and growth in today’s digital economy. Since 2005, John has driven the agency’s growth from a small startup into one of the nation’s top emerging digital agencies. In 2014, Genuine was acquired by IPG, one of the world’s largest groups of advertising agencies and marketing services companies.

Prior to Genuine, John spent two decades as an entrepreneur in roles focused on business growth and emerging technologies. Most recently, he was co-founder of Realinterface Expert Systems, a Maryland based start-up which served the Pharmaceutical and First Responder markets with a patented, dynamic decision tool. Realinterface was acquired in 2005 in a successful exit for its investors. Throughout his career, John has established a strong track record of producing results, driving growth and developing new markets. John received his MBA from Babson College and a B.S. in John Grayson, President of Genuine, helps leading brands drive innovation and growth in today’s digital economy. Since 2005, John has driven the agency’s growth from a small startup into one of the nation’s top emerging digital agencies. In 2014, Genuine was acquired by IPG, one of the world’s largest groups of advertising agencies and marketing services companies.

Prior to Genuine, John spent two decades as an entrepreneur in roles focused on business growth and emerging technologies. Most recently, he was co-founder of Realinterface Expert Systems, a Maryland based start-up which served the Pharmaceutical and First Responder markets with a patented, dynamic decision tool. Realinterface was acquired in 2005 in a successful exit for its investors. Throughout his career, John has established a strong track record of producing results, driving growth and developing new markets. John received his MBA from Babson College and a B.S. in Mechanical Engineering from the University of Massachusetts at Lowell.Mechanical Engineering from the University of Massachusetts at Lowell.

Monique Yoakim-TurkMonique Yoakim-Turk, Partner, Technology development Fund, Boston Children’s Hospital

Monique joined the Technology Innovation and Development Office of Boston Children’s Hospital in 2000. In 2009, Monique launched the BCH Technology Development Fund (TDF)-an academic investment fund -and has since led the fund through eight funding cycles. For TDF, she designed and implemented evaluation processes, formed an advisory board of industry leaders in product development, and established and managed collaborations with development partners and CROs. Since 2009, BCH has committed $7.8M to TDF generating $26M of follow-on funding, 7 startups which collectively raised $80M in seed funding and 10 licenses.

In her previous role as Director of Pediatric Initiatives, she led development of tools and processes to advance clinical and research innovations for the pediatric market.  Prior to that and as Senior Licensing Manager, Monique handled technologies in the therapeutic, diagnostic, and medical device arenas, closed significant deals in licensing and sponsored research, and established creative collaborations with industry partners.

Prior to Boston Children’s, Monique was a post-doctoral fellow at the Beth Israel Deaconess Medical Center in the laboratory of Dr. Benjamin Neel, where she studied the regulation of cytokine receptors by the tyrosine phosphatase SHP1. She holds a Ph.D. in Biochemistry from the Tufts University, Sackler School of Graduate Biomedical Sciences. In the laboratory of Dr. Brian Schaffhausen, her doctoral thesis focused on the regulation of the PI3-Kinase by Polyomavirus middle T antigen and the proto-oncogene c-src. Monique has authored and co-authored 9 peer reviewed publications. She also holds a B.S. and an M.S. in Biology from the University of Massachusetts.

Ryan DietzRyan Dietz, Senior Licensing Manager, Technology and Innovation Development Office, Boston Children’s Hospital

Ryan has more than 15 years of experience in multiple facets of technology development, collaboration building and company formation.  Ryan joined Technology & Innovation Development Office at Boston Children’s in 2012 and is responsible for managing the intellectual property and agreement transactions for the Programs in Cellular and Molecular Medicine and the Vascular Biology Program.  Prior to joining TIDO, Ryan was the Director of the Office of Technology Development for the Immune Disease Institute, Inc., which became the Program in Cellular and Molecular Medicine through a merger with Boston Children’s Hospital.

While at IDI, Ryan oversaw all aspects of technology management and licensing within a productive and highly regarded research organization.  He established a five-year discovery alliance with a multi-national pharma partner serving as architect, negotiator and alliance manager.  Ryan has also supported several start-up company formations by producing business models and supporting the founders of several well-known start-up companies.

Ryan has a J.D. from Suffolk University Law School and was a founder and managing editor of the Journal of High Technology Law.


roger frechetteRoger Frechette, Co-Founder and Principal of New England PharmAssociates

Roger Frechette is Co-Founder and Principal of New England PharmAssociates, a consultancy offering on-demand executive and business advisory services to life sciences enterprises. Dr. Frechette has been a volunteer with Boston ENET since 2014, and supports area start-ups as a mentor for MassBio’s MassCONNECT Program and the MTTC’s Platform Program. His consulting work has led to roles as the US East Coast Ambassador for Medicon Valley Alliance, a life sciences cluster organization based in Copenhagen, and as a Co-Founder of Frontiera Therapeutics, a startup developing therapeutics for vascular leaks. New England PharmAssociates was an early sponsor for the North Shore InnoVentures biotech incubator, where Dr Frechette served as a mentor and advisor to the Incubator management team. Previously, Dr. Frechette was Co-Founder of MaxThera, an antibacterial drug discovery company. MaxThera was sold in 2010 to Biota Holdings Limited, a Melbourne Australia anti-infectives company.  Prior to starting MaxThera, Dr. Frechette was a drug discovery and life-sciences consultant following his role as Project Director at Paratek Pharmaceuticals (Boston). At Paratek he led the team that discovered PTK0796 (currently in Phase III clinical trials) with strategic partner Glaxo-Wellcome, and the pre-clinical development program that was carried out with a multinational team of consultants and contractors.  Previously, he was Associate Director of Chemistry at RiboGene (Hayward, CA), where he built the chemistry department and managed two drug discovery programs in collaboration with strategic partner Dainippon Pharmaceuticals. He began his career as a medicinal chemist at the R.W. Johnson Pharmaceutical Research Institute (J&J, Raritan, NJ). In his spare time, he serves of steering committees for well-regarded Boston area conferences, including the annual Massachusetts Life Sciences Innovation Day and MassBio’s Signature event the Annual CRO/CMO Symposium. Dr. Frechette was a Post-Doctoral Fellow at Yale University, earned his PhD in Organic Chemistry from Wesleyan University and his BA in Chemistry from College of the Holy Cross.

For more information or to register for the May 2 ENET meeting in Waltham, go to LINK:  http://boston-enet.org/event-2314319 or www.boston-enet.org

Tweet This Event

If you use Twitter and would like to tweet this event, here are my 5 tweets and re-tweets that you are welcome to re-tweet or use for your own tweets about this event –

Tues 5/2, 6:30PM, #BosENET presents panel on #Contracts for Early Stage Companies @ConstantContact HW, Waltham http://www.boston-enet.org/event-2314319 

Join me 6:30PM, May 2, Waltham with @rmdietz, Monique Turk, Janice Bourque and John Grayson: “Contracts” #BosENET http://www.boston-enet.org/event-2314319 

@rofrechette @rmdietz lead panel on #NDAs essential #contracts Tue 5/2  630pm @BostonENET  @ConstantContact Waltham boston-enet.org/event-2314319

@rofrechette @rmdietz Monique Turk Janice Bourque  John Grayson on #NDAs essential #contracts Tue 5/2 @BostonENET  boston-enet.org/event-2314319

@rofrechette @rmdietz & 3 more speakers on #NDAs key #contracts 4 #startups 5/2  630pm @BostonENET  @ConstantContact boston-enet.org/event-2314319.

Hopefully, this meeting on NDAs and essential business contracts  will be helpful to entrepreneurs in small and early stage companies I represent.  Hope to see you at Constant Contact 630pm tomorrow night!

For additional ENET information on Essential Business Contracts…

Though I have certainly drafted plenty of NDAs, I have not devoted any of my past lectures solely to them.

However, I have delivered a number of past lectures on other essential contracts for early stage companies, entrepreneurs and consultants.   One of these presentations was in April 2010, on the subject Making Effective Contracts:  For Organizational Success, The presentation was for the evening meeting of APICS, The Educational Society for Resource Management, North Shore Chapter, in Woburn, Massachusetts.

My presentation that night covered these essential contracts in business:

  • Selling Products or Services
  • Developing Custom Software
  • Licensing Technology
  • Distribution of Products
  • Subcontracting other Consultants

Here is a link to my slides from that night which offer an outline of each of these essential contracts, LINK:   Making Effective Contracts APICS 4-13-10

Even though there is no NDA outline, my presentation slides on six different kinds of essential contracts may include outlines to other contracts not covered tomorrow night or covered in less depth.  So, I am hopeful my slides will prove a useful supplement to those interested in these essential contracts.

Hopefully, these presentations on Contracts tomorrow night as well as my APICS slides from a few years ago will be helpful to entrepreneurs in small and early stage companies and independent consultants that I represent.

My Continuing role as ENET Chairman and frequent speaker & moderator…

I remain active in ENET, a Waltham and Cambridge based non-profit group, affiliated with IEEE, that aids tech and life science founders, entrepreneurs, small and early stage companies, and people who invest or work in those companies.  www.boston-enet.org

A member of the ENET Board since 2002, I have served as Chairman of this non-profit group since 2009.  In May 2015, I was elected to my fourth 2-year term as ENET Chair.  During the period of my leadership, ENET’s annual program has grown from 10 meetings per year to 19 for 2015-16 year just completed:  10 meetings in Waltham, and 9 in Kendall Square Cambridge, plus our annual cruise of Boston Harbor to end the program year.  Each meeting has three or more speakers on a subject of interest to entrepreneurs and company founders, in life science, tech and other areas of New England’s innovation economy.  Each meeting also has ample networking time before and after the presentations to allow entrepreneurs to meet each other and later meet with the speakers

Rob Adelson receives IEEE awardOn January 30, 2016, at a ceremony at the national meeting of IEEE-USA in Las Vegas, NV, the President of that organization Peter Eckstein (pictured below) presented me with the IEEE-USA professional achievement award for “extreme dedication and contributions to the IEEE entrepreneurial community”.  For more information on that award, see LINK:  http://www.boston-enet.org/IEEE-USA-Professional-Achievement-Award


Besides my work as ENET Chair, I have organized and moderated three of ENET’s meetings of the current 2016-2017 program year and five (5) meetings in the 2015-16 program year, just completed.

Five weeks ago, on March 21, 2017, I was meeting organizer and moderator for ENET’s meeting at Cambridge location at Pivotal Labs just outside Kendall Square.  We had 50 in attendance for our presentation on Sales Models – Online, Inside, and Field Sales – How and When to Choose a Sales Model for Your Startup”.

On March 21, our first focus will be to help the founders with the question of how and when to choose a sales model for your startup company.  In that early stage the goal should be to start to generate sales as soon as possible, with a minimum viable product. This is the first phase of customer discovery and validation, to establish an impactful value proposition.  As Jack Derby (one of our speakers) has written ” At the outset, just focus on selling some stuff for the simple purpose of having customers who are paying you money and from whom you can learn the following:

  • Why they bought your product
  • How they are using those same products
  • What do they want to see in the future, so that …
  • You have the ability to work closely with these early customers and determine the financial value that they receive at their companies.

The company will next want to determine a scalable selling platform and a cost-effective sales model.  We will then have focused on the different sales models on which our three speakers were each expert. Our three March 21 ENET speakers are pictured and named below.

Jack Derby, Mark Ruthfield and Liz Cain

  • Jack Derby is Head Coach and President @ Derby Management,a 25-year-old boutique management consulting firm, focuses its expertise in three primary services for its 400+ customers: Business & Strategic Planning; Sales & Marketing Productivity Improvement; Senior Management Development Coachin www.derbymanagement.com/   He is an active angel investor and past Chairman of Common Angels, rebranded to Converge Venture, as well as a major figure in the New England entrepreneurial landscape having served as the Chair of the MIT Enterprise Forum, Association for Corporate Growth and number for profit and non-profit boards.  He has also taught as MIT and Tufts, where students at the latter voted him “Teacher of the Year.”
  • Mark Ruthfield, Vice President of Sales, Executive Team @t Zafus, which empowers B2C marketers to maximize customer lifetime revenue..https://www.zaius.com/ Mark is a Sales Business Leader, Executive Management Team Leader, Corporate Officer with over 20+ years of business experience in leading technology companies in start-up, turn-around, and accelerated growth situations.
  • Liz Cain, VP Go-To-Market   @ OpenView Venture Partners   – Building repeatable and scalable customer acquisition models,  Liz has worked in many areas of a software as a service company including technical support, event and customer marketing, sales operations, client/account management and inside sales. I currently oversee OpenView Go-to-Market practice delivering recruiting, market insights and marketing/sales strategy services to our portfolio.

There were speaker slides from my March 21, 2017 panel.  Also, Liz Cain was a wonderful substitute for Emmanuelle Skala, VP Sales & Customer Success @ DigitalOcean, you can view the slides of the three speakers plus those from Emmanuelle at LINK:  http://boston-enet.org/event-2314313

On January 17, 2017, I was meeting organizer and moderator for ENET’s first meeting at Cambridge location at Pivotal Labs just outside Kendall Square.  We had 100 in attendance for our presentation on Compensation and Equity for Early Stage Leadership Teams”.

It’s been said that 70% of the investment decision of an early-stage company is the team.  That’s so because so often everything goes wrong and only great teams can respond to competitors, markets, funding environments, staff departures, PR disasters and the like.

Yet, how do your build that early stage leadership team to attract investment if you don’t have the cash to pay competitive salaries and benefits?  That’s was the conundrum of our ENET presentation on January 17th.  Our 3 speakers discussed use of startup equity as a key weapon of choice to recruit needed talent to build you’re A-team.   We discussed allocation of equity and vesting in both tech and medical device companies with an all-star panel. Unfortunately, we do not have slides from this presentation but videos were taken of each speaker that we hope to post soon at the ENET website.

Our speakers that night (pictured below) were –

Andy Palmer et al

  • Katie Rae, Managing Director @ Project 11, a pre-seed venture fund investing in tech-driven startups. Katie is Co-Founder, Chairman @ Startup Institute, teaching people how to join great startups and be effective on day 1, and Chairman of Techstars Boston.
  • Nancy Briefs, Entrepreneur in Residence @ M2D2 UMASS Lowell and Angel Investor with MA2.  For 5 years and into 2016, Nancy was CEO @ InfoBionic. Her career includes 30 years as an Entrepreneur, CEO, Angel Investor, Independent BOD Member and Business Advisor.

There were no speaker slides from my January 17, 2017 panel.  However, there is video for each of the speakers from this event.  You can view the videos at LINK:  http://www.boston-enet.org/event-2314292

Several months earlier, on September 6, 2016, I was meeting organizer and moderator for the kick-off meeting to ENET’s 26th year. For that meeting in Waltham, our subject was What builds the most value in a tech or medtech startup Company?  It was a great evening for ENET where our founders of startup companies heard first about defining the value proposition of your company’s product or service.

  • Do you fix a problem that has real and measurable consequences to inaction?
  • Is this problem a top priority to your target customer?
  • Is the market significant?
  • Is the market underserved?

Then, our audience heard about key means of building value in your company after that value proposition is established to attract angel investment in tech and life science companies.  Then, finally about building value for an exit / liquidity event.

Piret et al

Our speakers on September 6, 2016 (pictured above), were

  • Marguerite A. Piret, President & CEO, Newbury Piret & Company, Inc., http://www.newburypiret.com/ a Boston M&A firm, with Marguerite twice nominated for “Woman Deal Maker of the Year” for her work building value in companies to successful exits,
  • Jordan Leef, Healthcare VC and Director, The BioBreak Organization http://www.biobreak.org/ a life sciences investor and director of an organization that brings together executives across med tech and life science fields, and
  • Walter M. (Jerry) Bird, President, MassVentures, http://www.mass-ventures.com/ the President of one of the most successful VC/angel firms that invests exclusively in Massachusetts startup companies.

For links to the meeting write up I prepared and the speaker slides from that meeting, LINK:  http://www.boston-enet.org/event-2289358

Additionally, in prior years, I’ve moderated and/or spoken at a number of ENET panel presentations, including presentations on the following subjects:

  • “Building and Using Board of Directors and Boards of Advisors”, April 2015 (moderator),
  • “Founder Agreements and Stock Vesting – Building a Team, Protecting yourself, Managing expectations ”. February 2015 (moderator & speaker)
  • “Entrepreneur Success Stories ” , September 2014 (moderator),
  • “Raising Money from CrowdFunding , May 2014 (moderator),
  • “Ready, Set, Launch. Knowing when you’re ready & How to start a company” , September 2013 (moderator),
  • Bootstrapping 101: Alternative Ways to fund a Startup without an Angel or VC, November 2012 (moderator)
  • Seed and Angel Financing , October 2012 (moderator),
  • Getting Stuff for Free, April 2012 (moderator),
  • Transforming Your Idea into a Successful Company, September  2011 (speaker and moderator),
  • Get Going! Launching a Successful Business, September 2010 (moderator),
  • Licensing Technology,  February 2010 (moderator),
  • How to Select and Retain Management for your Startup Company, February 8, 2008 (speaker and moderator)
  • Getting Initial Money to go from Nothing to Something, October 2007 (speaker and moderator)
  • Strategic Alliances and Partnerships: to build, finance, and develop early stage companies, November  2006 (speaker and moderator)
  • Building Boards of Advisors and Boards of Directors, March 2006 (moderator)
  • Protecting Your Intellectual Property, January 2006 (speaker)