Outside General Counsel Services


After several decades as a  highly respected and award-winning business litigator,  Cynthia expanded her practice about twelve years ago to provide outside general counsel services, and general business representation to start-ups and growing or later-stage businesses. She counsels and represents these businesses and their owners with respect to:

  • Formation;
  • Employment and independent contractor agreements;
  • Restrictive covenants and contractual protection of IP rights; 
  • Vendor and customer contracts;
  • Compliance and privacy law matters;
  • Business Associate agreements (for HealthTech companies and Health Care Providers);
  • Governance;
  • Capital raises and investor relationships;
  • Strategic or long-range plans; 
  • Risk management and dispute resolution; and
  • Crisis management.

Cynthia’s years of significant success as a business litigator enable her to counsel corporate clients and draft agreements so as to minimize business risk. Her natural affinity for business and financial concepts allows her to understand the practical and contextual impact of legal decisions. Additionally, her experience presenting cases to judges and juries has fine-tuned her ability to effectively persuade in negotiations.  

Cynthia also regularly provides counsel to her business clients on matters involving employment, severance, independent contractor and restrictive covenant agreements, due to the unique blend of her experience representing both individuals and businesses in the negotiation and litigation of such matters. Read more here

With respect to vendor and customer contracts, Cynthia drafts agreements customized for her client’s unique needs, including master agreements, statements of work, data use agreements, licensing agreements, business associate agreements, and other memoranda of understanding or agreements with customers, service providers, or suppliers.  She is highly experienced at drafting agreements that protect her client’s valuable confidential and proprietary information.  She can quickly understand the economic model of a product and the financial structure of a contemplated agreement, which allows her to draft and negotiate agreements that maximize economic value to her clients.  

Cynthia has extensive and particularized experience counseling clients in the Health Tech, technology, and health care provider spaces. Read more here and here

Representative Outside General Counsel Matters

  • Outside General Counsel for highly successful, growing, cutting-edge company in the IT/Health Care industry, beginning with start-up and continuing through its growth into a thriving, prosperous mid-life company and acquisition by a publicly traded company, providing advice to management on a daily basis regarding a full array of business issues.
  • Outside General Counsel for growing health care start-up, beginning with ideation and formation and continuing through all growth phases, including structuring of entity and affiliates; counseling on governance, seed and Series A capital raises, employment matters, and equity plans; drafting employment and restrictive covenants agreements, custom customer and vendor agreements, business associate agreements and data use agreements; advising regarding compliance and privacy matters, drafting privacy policies; and advising on board matters.
  • Outside General Counsel for several health care providers or provider groups, including drafting and negotiating vendor agreements, counseling on employment matters, and advising on compliance and privacy-related matters.
  • Outside General Counsel for web-based health care provider, drafting terms of use and privacy policies, and handling other privacy and compliance matters. 
  • Represented several technology firms in their separate acquisitions by other technology firms, including strategic structuring of acquisitions, and drafting and negotiation of deal documents. 
  • Represented a title company and its owners in company’s acquisition by Fortune 500 company, including strategic negotiation of structure of acquisition and deal documents.
  • Outside General Counsel to a defense manufacturing contractor located in Puerto Rico, providing advice to owners on full array of business issues, successfully taking Puerto Rico federal bar exam at client’s request (receiving highest score in the Commonwealth) to more fully serve the client. 
  • Provided issue-specific advice to closely held businesses in diverse industries regarding a variety of strategic and contractual matters. 
  • Represented numerous businesses or individuals in negotiation of employment agreements or severance packages, including with respect to non-competes, other covenants and buyouts of restricted stock. 
  • Represented numerous businesses or individuals in varied industries in contractual negotiations to protect intellectual property and developments.