Corporate Counsel - Element451

About the role

Element451 is seeking its first in-house attorney. This is a generalist commercial counsel role focused on managing the volume and complexity of contract work, including MSAs, DPAs, renewals, and redlines with colleges and universities, which has outgrown the capacity of outside counsel and non-legal staff.

You will own contract negotiation end-to-end and serve as the primary contact for a wide range of legal questions in a growing SaaS company, covering areas from data privacy to insurance to employment matters. Outside counsel will be engaged only for specialized or higher-stakes expertise. This position is not a General Counsel role; corporate structuring, M&A, and financing transactions will remain with outside deal counsel, with this role providing support and coordination.

You will report to the CFO within Finance & Strategy and collaborate closely with the Chief of Staff, IT, People Operations, Sales, and Accounting.

What you will do

Commercial contracts and MSAs (primary focus)

• Draft, review, and negotiate customer MSAs, order forms, DPAs, and amendments, including redlines with public and private higher-ed institutions and their counsel.
• Manage a queue of concurrent negotiations, prioritizing by deal size, urgency, and risk.
• Review and negotiate terms with resellers, integration partners, and data and technology vendors.
• Build and maintain standard templates, fallback positions, and an approval playbook to ensure consistent resolution of recurring issues like liability caps, indemnification, data-breach cost allocation, and insurance requirements, avoiding legal bottlenecks.
• Flag and resolve terms in state and public-institution paper, including systemwide or state-mandated terms.

Data privacy and compliance

• Support FERPA, state student-data-privacy law, and GDPR compliance in customer contracts and internal data handling.
• Advise on digital accessibility obligations for the platform and customer-facing content, including ADA Title II, Sections 504 and 508 of the Rehabilitation Act, WCAG 2.1 AA, and state-specific standards.
• Track subprocessor agreements and ensure DPAs are executed and current wherever a signed MSA references them.
• Monitor and advise on emerging state AI regulations relevant to our product.

Insurance and risk

• Own the review of cyber and other insurance renewal applications with Finance and the CTO, ensuring representations are accurate and complete.
• Help size and document risk exposure on large or unusual deals for leadership sign-off.

Disputes and public records

• Manage potential customer disputes in their early stages, including responses to customer counsel, and escalate to outside litigation counsel when necessary.
• Own responses to public-records and FOIA requests from state-institution customers, including identifying trade-secret and proprietary exceptions where appropriate.

Employment and corporate support

• Advise on employment matters alongside People Operations.
• Own the Proprietary Information and Invention Agreement program, ensuring every employee and contractor signs at onboarding and agreements remain current with the law.
• Support board resolutions, corporate-secretary filings, and Economic Disclosure Statements, coordinating with outside counsel on structuring, M&A, and financing.

Must haves

• J.D. and an active license to practice law in at least one U.S. state.
• 5 to 10 years of commercial or contracts law experience, ideally in-house at a B2B SaaS company or in a law firm commercial practice serving SaaS clients.
• Demonstrated experience negotiating MSAs, DPAs, and enterprise SaaS agreements, including with public-sector or higher-ed customers.
• Working knowledge of FERPA, state privacy laws, and GDPR.
• Comfort operating as a generalist and prioritizing a high volume of concurrent matters with limited legal-team support.
• Strong written and verbal communication, with the ability to translate legal risk into plain-language guidance for non-lawyers.

Nice to haves

• Experience in higher-ed technology, EdTech, or another regulated SaaS vertical.
• Familiarity with insurance and cyber-coverage review and renewal processes.
• Exposure to PE-backed company governance and reporting.

Why Element451

Element451 is the leading AI Workforce Platform built specifically for higher education, helping colleges and universities build stronger relationships with prospective and current students. This is a remote-first role with a home office allowance, 20 days PTO, 10 company holidays, a 4% 401(k) match, and competitive medical, dental, and vision coverage.