Commercial & Government Contracts Counsel

Code Metal • San Francisco, CA

1d • Hybrid

About The Position

Code Metal is seeking a Commercial & Government Contracts Counsel to join their legal team. This role involves working closely with business teams to manage government contracts, negotiate software license and SaaS agreements, and advise on U.S. Government contracts and Other Transaction Agreements (OTAs). The position requires developing templates, playbooks, and compliance programs for a scaling company. The ideal candidate will possess strong commercial instincts, sound judgment, and excellent communication skills, with a willingness to learn and adapt to new challenges. While grounded in commercial and government contracting, the role offers exposure to a wide range of legal issues in a fast-paced environment.

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 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.
• Excellent drafting, negotiation, analytical, and communication skills.
• 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 and manage multiple priorities and stakeholders.
• Must be a U.S. Person, given required access to U.S. export-controlled information (ITAR/EAR).

Nice To Haves

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

Responsibilities

• Drive customer growth by executing new government contracts and expanding existing ones.
• Provide legal counsel and day-to-day management across the acquisition lifecycle, including evaluating proposals, monitoring contracts, leading negotiations, resolving performance issues, and identifying risks.
• Develop and maintain relationships with contracting officers and procurement officials at government agencies.
• 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 relevant regulations.
• Handle legal issues arising in a government-facing technology business, including bid protests, litigation, intellectual property, data rights, compliance, and employment matters.
• Help build and maintain a practical, business-centric government contracts compliance program.
• Monitor developments in government procurement, cybersecurity, and AI and technology policy, and advise the business on risks and opportunities.

Benefits

• 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

What This Job Offers

• Job Type: Full-time
• Career Level: Mid Level
• Education Level: Ph.D. or professional degree