Commercial & Government Contracts Counsel

Code Metal; San Francisco (CA); Hybrid; USD 180,000 - 240,000; Full time

Benefits offered by this job

Health care plan with 100% premium

401k with 5% matching

Paid Time Off (uncapped vacation)

Job summary

Code Metal, a defense-focused tech company in San Francisco, seeks a senior attorney to join as the second member of the legal team. You will guide government contracts, commercial licenses, and compliance efforts while partnering with business, engineering, and proposals.

You will advise on FAR/DFARS, OTAs, cybersecurity, and data rights, and help shape policies and playbooks for a scale-up environment. Strong drafting and negotiation required.

Qualifications

• J.D. from an accredited law school and active state bar admission (CA/DC/MA).
• 5–7 years of experience in U.S. Government contracts or commercial technology transactions.
• Strong understanding of federal procurement processes and software licensing.
• Experience drafting/negotiating technology, software, or SaaS agreements.
• Excellent drafting, negotiation, and communication skills.

Responsibilities

• Be the second member of Code Metal’s legal team, reporting to the Head of Legal.
• Drive government contract growth and expand existing contracts with federal agencies.
• Advise on U.S. Government terms, FAR/DFARS, OTAs, and data rights.
• Draft, review, and negotiate a broad range of agreements (MSAs, licenses, services).
• Develop a scalable government contracts compliance program and templates.

Skills

Federal procurement law

Contract negotiations

Legal drafting

Regulatory compliance

Cross-functional collaboration

US Person for ITAR/EAR

Education

J.D. from accredited law school

Bar admission in CA/DC/MA

Job description

About Code Metal

Code Metal is redefining code translation for mission-critical industries, helping defense partners move more quickly and reliably from algorithm to silicon. Our platform accelerates deployment of DSP, RF, communications, and embedded signal processing algorithms onto heterogeneous compute targets, including GPUs, FPGAs, ASICs, and edge SoCs. We also support automotive, aerospace, and semiconductor partners deploying complex algorithms onto constrained hardware with speed and rigor.

About the Role

This is a chance to be the second hire in the legal team and help shape the direction of the company. Reporting directly to the Head of Legal, this attorney will work hand-in-hand with the business to solve problems before they become obstacles, so the company can keep deploying trusted technology into the environments that depend on it.

You will sit at the center of the deals that drive the business: helping the Business Development, Proposal, and Engineering teams efficiently capture and grow government contracts; negotiating complex software license, SaaS, and services agreements; advising on the U.S. Government contracts and OTAs that anchor our defense and national-security work; and building the templates, playbooks, and compliance program a scaling company needs.

You will draw on strong commercial instincts, sound judgment, and excellent communication skills to operate in demanding situations and take on novel, complex issues as they arise. Experience across every one of the areas below is not expected, a willingness to learn and adapt is. Although the role is grounded in our commercial and government contracting work, you will have the opportunity to work across the full range of issues that arise at a fast-paced, mission-oriented company and to partner broadly across legal and the wider business.

What You’ll Do

• Be the second member of Code Metal’s small, dynamic legal team, reporting to the Head of Legal and partnering daily with the business.

• Drive customer growth by executing new government contracts and expanding existing ones, using your command of federal procurement law to help Business Development, Proposal, and Engineering efficiently capture new work, grow current contracts, and set up follow-on opportunities, and contributing to new-business strategy.

• Provide legal counsel and day-to-day management across the acquisition lifecycle: evaluate major proposals, monitor large contracts, lead or support key negotiations, resolve performance issues, and identify risks and mitigations.

• Develop and maintain high-trust relationships with contracting officers and procurement officials at government agencies, relationships that are critical to Code Metal’s continued success.

• Draft, review, and negotiate a broad range of commercial agreements, including software license and SaaS agreements, MSAs, professional services agreements, reseller, teaming, and partner agreements, subcontracts, NDAs, and data processing agreements.

• Advise on and negotiate U.S. Government terms and conditions, including OTAs, FAR, DFARS, agency supplements, flow-down clauses, and the cybersecurity, data rights, and privacy regulations governing federal software and services contracts.

• Handle the legal issues that arise across a government-facing technology business—from bid protests and litigation to intellectual property and data rights, compliance, and employment matters—working with outside counsel, vendors, engineers, executives, customers, and regulators.

• Help build and maintain a practical, business-centric government contracts compliance program, including scalable policies, procedures, templates, and playbooks across FAR/DFARS, OTAs, SBIR/STTR, and related procurement authorities.

• Monitor developments in government procurement, cybersecurity, and AI and technology policy, and proactively advise the business on the risks and opportunities they create.

Requirements

• J.D. from an accredited law school and active membership in good standing with the bar of the state of your office—California, the District of Columbia, or Massachusetts.

• 5–7 years of relevant experience across U.S. Government contracts and/or commercial technology transactions, at a leading law firm, in-house at a government contractor, or in government (a combination is ideal). More senior candidates are encouraged to apply; the role may be scoped to experience.

• A solid understanding of the federal procurement process—including contract vehicles and types, non-traditional and commercial-item acquisition, CAS coverage, software acquisition approaches, and data rights issues.

• A track record of drafting and negotiating technology, software licensing, or SaaS agreements, and the judgment and initiative to own multiple matters end-to‑end in a fast-moving environment.

• Excellent drafting, negotiation, analytical, and communication skills, with the ability to convey complex contractual and regulatory issues clearly to business stakeholders.

• A quick, independent learner able to contribute across a broad startup legal function—including topics that may be new to you—and to manage multiple priorities and stakeholders at once.

• Must be a U.S. Person, given required access to U.S. export‑controlled information (ITAR/EAR).

What We Value

• A combination of law‑firm and in‑house or government experience.

• Experience at, or advising, a technology, defense, aerospace, or hardware company, and comfort working alongside engineers and technical teams.

• Familiarity with procurement vehicles and frameworks such as GSA schedules, GWACs, IDIQs, BPAs, OTAs, and SBIR/STTR, and with subcontracting structures.

• Familiarity with cybersecurity and compliance frameworks such as FedRAMP, CMMC, and NIST SP 800‑171, and with DFARS cybersecurity clauses.

• Experience advising on export controls (ITAR/EAR), data rights, and government software licensing.

• An independent interest in the law and policy of defense acquisition and national‑security technology— with opinions about what is right, what is broken, and how to fix it.

• The grit and ownership to operate independently within a rapidly evolving company.

Benefits

• Pay depends on experience, but we strive to be at the upper end of the salary range

• Health care plan with 100% premium coverage, including medical, dental, and vision

• 401k with 5% matching

• Paid Time Off (uncapped vacation, plus sick and public holidays)

• Flexible hybrid or remote work arrangement

• Relocation assistance for qualifying employees

Wage Transparency - The salary range for this role is not a guarantee of compensation or salary, as the final offer amount may vary based on factors including, but not limited to, individual proficiency, skills, experience, and location.

We are an equal opportunity employer. US Citizenship may be required for certain project assignments involving security clearance.

Pursuant to the San Francisco Fair Chance Ordinance, we will consider for employment qualified applicants with arrest and conviction records.