Assistant General Counsel

Merlin International; Virginia (IL); On-site; USD 170,000 - 230,000; Full time

Benefits offered by this job

On-site gym

Medical, dental, and vision insurance

401(k) with employer match

Unlimited PTO

EAP

Job summary

Merlin Group seeks a resilient Assistant General Counsel to own government contracts, compliance, and technology transactions. The role partners with sales, product, and engineering to align contractual terms with policy and program requirements.

The AGC will lead due diligence, draft transaction documents, and provide strategic legal advice to leadership while navigating national security considerations and regulated markets.

Qualifications

• J.D. from an accredited law school and active membership in good standing of at least one U.S. state bar.
• 8+ years of legal experience with government contracting, including in-house or government practice.
• Experience drafting, negotiating, and managing commercial technology contracts in public/critical infrastructure sectors.

Responsibilities

• Draft, review, negotiate, and finalize a broad range of commercial contracts, including licensing, SaaS, distribution, reseller/partner agreements, MSP/MSSP arrangements, and NDAs.
• Provide pragmatic legal counsel on technology issues including software, cloud services, cybersecurity, data privacy, and IP licensing.
• Coordinate with sales, product, and engineering to support deal execution and risk mitigation.

Skills

Government contracting

FAR/DFARS

Contract negotiation

Risk management

Cross-functional leadership

Communication

AI/Legal tech interest

Strategic thinking

Independent worker

Regulatory compliance

Budgeting

Security awareness

Education

J.D. from an accredited law school

Tools

MS Word

Excel

PowerPoint

Job description

About Merlin Group

Merlin Group operates at the intersection of cyber innovation, national security, and technology-driven transformation. With a mission to accelerate the adoption of high-impact technologies across the U.S. public sector and regulated commercial markets, Merlin is uniquely structured around three core tenets – Invest, Enable, and Scale – each designed to address a specific stage of the technology lifecycle. Together, our affiliates – Merlin Ventures, CGC, and Merlin Cyber – form a flywheel that builds enduring capability for customers, partners, and the broader cyber ecosystem, operationalizing technological advancement into mission-ready, enterprise-grade solutions.

At Merlin, we believe our strength lies in our people. Team members are encouraged to be creative, collaborative, and nimble, pursuing paths to deliver the cutting-edge cybersecurity solutions that our customers rely on. From next-generation cyber defense to secure cloud and AI, we are united by one purpose – transforming innovation into mission impact.

The Opportunity

Merlin is seeking a resilient, resourceful, business-minded Assistant General Counsel (AGC) to join its in-house legal team. The ideal candidate will bring deep, demonstrated expertise in government contracting and federal procurement regulation, complemented by strong drafting, administration, compliance, and negotiation skills across commercial software contracts. This is a broad, hands‑on role in which the AGC will own assigned matters end to end.

Primary Duties & Responsibilities

Commercial Contracts & Technology Transactions

• Draft, review, negotiate, and finalize a broad range of commercial contracts, including licensing, SaaS agreements, distribution agreements, reseller/partner agreements, MSP/MSSP arrangements, and NDAs.
• Provide pragmatic legal counsel on emerging technology issues such as software, cloud services, cybersecurity tools, data privacy/security obligations, and IP licensing.
• Partner with sales, product, and engineering teams to support deal execution and risk mitigation consistent with business objectives.

Government Contracts & Compliance

• Advise on government contracting matters, including procurement requirements, FAR/DFARS compliance, GSA Schedule and other contract vehicle administration, CUI/CMMC and supply chain requirements (SCRM, Section 889, TAA), national security considerations, and subcontractor oversight.
• Support bids, proposals, and negotiated government agreements, ensuring contractual and regulatory compliance.
• Coordinate with cross-functional teams to align contractual terms with government acquisition policy and program requirements.

Strategic Transactions

• Depending on background and company needs, support activities related to corporate transactions, strategic partnerships, and integrations.
• Participate in due diligence, drafting transaction documents, and post-closing activities.

Risk Management & Compliance

• Identify and assess legal and business risks in contracts and operational activities.
• Develop playbooks, templates, and best practices for legal and compliance processes.
• Provide legal, risk, and compliance training and guidance to internal stakeholders as needs arise.

Cross-Functional General Legal Support

• Serve as a trusted legal advisor to leadership and business units, balancing legal risk with commercial outcomes.
• Assist in resolving contractual and employment related disputes and issues as they arise.

Qualifications

• J.D. from an accredited law school and active membership in good standing of at least one U.S. state bar.
• 8+ years of legal experience, including demonstrated experience in government contracting, ideally through a combination of in-house counsel roles and relevant law firm and/or government practice.
• Demonstrated experience drafting, negotiating, and “project managing” to fruition commercial technology contracts in the public and critical infrastructure sectors.
• Deep working knowledge of the reseller and distributor channel model, including GSA Schedule and other federal contract vehicles, OEM flow-down, and multi-tier distribution.
• Expertise in federal procurement and compliance frameworks, including the FAR/DFARS, GSA Schedule and other federal contract vehicle administration, CUI/CMMC, and supply chain requirements.
• Solid working knowledge of the structure and operation of the U.S. federal government—particularly the executive branch—and the national security sector, with the ability to translate that understanding into sound business decisions.
• Familiarity with the handling of classified information and personnel/facility security requirements, and the judgment to work closely with, and proactively flag issues to, the Facility Security Officer (FSO) in order to achieve business outcomes while maintaining compliance is a plus.
• Demonstrated ability to balance strategic vision with tactical execution on tight timelines.
• Strong business acumen with the ability to appreciate operational priorities and link legal initiatives and priorities to business outcomes.
• High level of proficiency using Word, Excel, PPT, PDF, and other relevant software to consistently and efficiently generate professional documents and presentations.
• Strong interpersonal and communication skills; ability to influence and collaborate effectively across functions and leadership levels.
• High emotional intelligence, sound judgment, and the ability to navigate complex situations with professionalism and discretion.
• Comfortable working in a fast-paced, dynamic environment.
• Forward-looking mindset with a demonstrated enthusiasm for leveraging artificial intelligence, legal technology, and other emerging tools to streamline workflows, improve efficiency, and deliver greater value to the business. Comfortable adopting and championing new technologies rather than defaulting to traditional approaches.
• Highly self-directed, with the ability to work autonomously, exercise sound judgment, and make well-reasoned decisions with limited oversight—comfortable taking ownership of ambiguous situations and knowing when to elevate.

Success Attributes

• Commitment to personal and professional integrity and respect for others.
• Mission-driven and purpose-oriented, with a genuine commitment to advancing national security and the broader cyber mission, and the motivation to see legal work as a means of enabling mission impact.
• Roll-up-your-sleeves attitude and low-ego approach.
• Team player who prioritizes collective success, shares credit, supports colleagues, and is committed to teamwork and professional relationship development.
• Passion for lifelong learning, growth, and development.
• Flexible and nimble; comfortable with ambiguity and rapid change.
• Strong communication and functional project management skills.
• Desire to innovate, try new things, and creatively explore novel solutions and new technologies to work smarter.

Benefits & Perks

We want to empower and inspire employees to be and do their best. Our workdays are dynamic, collegial, and fun. Our office features multiple places to work unconstrained by typical office barriers. Our wellness package provides access to an on-site gym and includes medical, dental, and vision insurance along with options for FSA and EAP. We offer 401(k) with employer match, unlimited PTO, and a culture respectful of the reality that not everything in one’s personal life is guaranteed to happen only after hours.

All qualified applicants will receive consideration for employment without regard to disability, status as a protected veteran, or any other status protected by applicable federal, state, local, or international law.