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Restrictive Covenants In California — Multiple laws and parties

We share with you an interesting fact pattern we recently dealt with in connection to non-competes and non-solicits in California startups.

Fact Pattern

Mr. X, a former employee of Startup A, is now a new employee of Startup B, both in the same line of business. Startup A is based in Pennsylvania while Startup B and Mr. X are based in California. In 2019, Mr. X signed a standard employment agreement with Startup A with Delaware as the governing law. The employment agreement contained a non-solicit and non-compete agreement valid for…

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HIPAA stands for the Health Insurance Portability and Accountability Act of 1996. It is a series of regulatory standards that set forth the US national standards for the privacy, security, use and disclosure of protected health information (“PHI”). If your company deals with PHI or you work closely or handle the data, finances, data storage, or even data disposal of a company that deals with PHI, you could very well be subject to HIPAA implications. Here are five things to look out for regarding HIPAA compliance for foreign startups.

Am I required to comply with HIPAA?

HIPAA applies to “Covered…

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There is significant confusion if foreign founders are required to make an 83b election in connection to grants of unvested stock. The answer depends on the actual circumstance of each founder and each case has to be examined by the facts. However, usually foreign founders don’t need to make an election. Below is a short guide on how to make a determination.

Non-resident founders are subject to U.S. income tax only on certain types of U.S. source income and on income that is effectively connected with the conduct of a U.S. trade or business. The source of services income is…

Hello Everyone!

As you know our law firm supports ambitious founders from Poland and CEE heading to Silicon Valley. We want to help the new generation of Polish and CEE entrepreneurs get this experience and change the trajectory of their ventures, so we decided to help startups get into YC S2021 batch. Over 30+ CEE companies responded to our last manifest in the summer and 2 CEE companies got accepted into YC. Congrats to the 2 anonymous teams and if you are reading this it means you can be next.

Our engagement over 10+ years with our clients has helped…

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SaaS products have become extremely popular, however, most business folks under appreciate the complexity of the legal fine print and the legal issues behind SaaS. We want to share with you our legal checklist to help you understand the legal framework of SaaS products and solve potential legal bottlenecks.


The data collection/processing and privacy issues are usually the trigger when lawyers get involved in Saas. From a legal perspective it is crucial to understand the market roll out of SaaS product to new markets as each market has its own privacy and data protection regime. One size…

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Are you a startup CEO about to sign an LOI/MOU to sell your startup and you are scratching your head to figure out if the deal makes sense? Below we look at “small print” legal that translate into your money at exit. Our observations are mainly tailored for US style deals but can also be applicable to European deals.


Understanding your startup’s capital is crucial when preparing for an exit. What? This means that you need to verify your startup’s capitalization table against the Board of Directors actions, venture capital financing documents, ESOP as well as stock option…

Polish VC Ecosystem & Funding Restrictions

Most Polish VCs have a restricted investment mandate (PFR restrictions) and can only invest in companies organized in the European Union or the United Kingdom. Nonetheless both Polish VCs and Polish startups acknowledge that future equity rounds into Polish startups will come most likely from US based investors that can only invest in a Delaware based entity. It’s a catch 22 situation, which is hard to solve and impedes the growth of the Polish tech and startup ecosystem.

In order to bridge this gap both parties may wish to structure future equity investments into…

Who are you? What’s your story?

That’s a pretty broad question. The short version is that I’m a 2x entrepreneur who started angel investing and transitioned in VC

How did you start to work with startups and how did you end up in Dreamit?

After exiting my first startup, I was trying to decide what to do next. I’d been so heads-down on that startup that I hadn’t really built my network nor my personal brand / platform. About the same time, I had started angel investing and decided to start blogging about it as part of a long term…

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Cytowski & Partners represented Jan Rezab and the original founders of Social Bakers, a global social media marketing company based in the Czech Republic, in its acquisition by Astute.

Our law firm participated in the term sheet stage, M&A negotiations and closing on behalf of the founders. This M&A transaction is one of the first large scale technology driven M&A transactions in the CEE region.

The Cytlaw team included Tytus Cytowski, Tomiwa Ogundipe and Kunal Kolhe.

In August 2020, scholarship funds were given by Cytowski & Partners to support financial aid for Central and Eastern European (CEE) students and academics studying for advanced degrees at Stanford Law School. This support was provided in memory of Marcel Konigsberg, a blind Polish Jewish lawyer and alumnus of Jan Kazimierz University, in Lviv, who died during the Holocaust.

The financial aid funds shall be available to students beginning in the 2020–21 academic year for three years. …

Cytowski & Partners

Law firm specializing in startups, series A and US expansion. No legal advice I No attorney client relationship I Attorney advertising

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