Senior Commercial Counsel - North America

Incode Technologies

About The Position

The Senior Commercial Counsel, North America, will own customer-facing commercial contracting across the U.S. and Canada, taking deals from inception through signature. The role is the legal partner for Sales, Account Management, and Customer Success, providing fast, commercially minded, risk-balanced support for Proof of Concept (POC) agreements, Master Services Agreements (MSAs), Data Processing Agreements (DPAs), order forms, renewals, and amendments. This is a hands-on, high-volume position for a senior commercial lawyer who is comfortable serving as the single accountable owner for contracts and negotiating agreements involving identity, biometric, and fraud-prevention technology in highly regulated industries. The counsel will work with business stakeholders and counterparties and partner with Privacy, InfoSec, and Product teams to protect Incode while helping deals progress. The role also advises Product and Engineering on new products, features, and go-to-market activities, helping align launches and customer commitments with legal and regulatory requirements.

Requirements

J.D. or equivalent degree.
Admission to and good standing in at least one U.S. state bar.
At least 7 years of relevant experience as a commercial or technology transactions lawyer.
Demonstrated ability to negotiate and close complex customer agreements end-to-end, including on customer-provided contract paper.
Strong working knowledge of North American data privacy law, including U.S. state privacy laws, biometric privacy statutes such as BIPA, and Canadian frameworks such as PIPEDA and Québec’s Law 25.
Ability to apply privacy law in commercial contracting, with support from the Privacy Legal Team.
Experience supporting customers in highly regulated environments and comfort with the heightened diligence required across the U.S. and Canada.
Excellent drafting, negotiation, and judgment, including ability to distinguish essential protections from lower-priority points and take clear positions under deal pressure.
Highly responsive and organized, with the ability to manage numerous simultaneous deals and stakeholders in a fast-paced, high-growth environment.

Nice To Haves

Qualification to practice law in Canada.
Experience with CLM tooling and Salesforce.
Familiarity with identity, biometrics, or fraud-prevention technology.
Ideally, a mix of top law firm and in-house experience at a fast-paced technology company.

Responsibilities

Advise Product and Engineering on new products and features from design through launch and throughout the product lifecycle.
Identify and mitigate legal and regulatory risks across new and existing products and features.
Monitor privacy, biometric, and AI-related legal and regulatory developments in the U.S. and Canada and flag changes affecting products or contracting positions.
Review and approve product-related marketing and external communications, focusing on consumer protection, unfair or deceptive practices, and privacy posture.
Partner responsively with Sales, Account Management, and Customer Success, setting expectations, communicating timelines, and unblocking deals against quarter-end and go-live deadlines.
Translate legal and privacy concepts into practical guidance and escalate novel or high-risk issues to the General Counsel with a recommendation.
Integrate emerging AI governance and AI ethics frameworks into responsible product development.
Develop fluency in Incode’s technology and product architecture to provide practical advice.
Draft, review, and negotiate customer commercial agreements across North America, including POCs, MSAs, DPAs, OEM and reseller or partner agreements, NDAs/MNDAs, and amendments.
Own assigned deals from initial review through redlines, issue resolution, and execution.
Review and negotiate customer-provided contract paper, identifying material risks and deviations from Incode’s positions.
Lead customer-facing calls and negotiations and advise on commercial terms, including liability, indemnification, term and renewal, SLAs, fees and pricing, IP and trademark use, and termination.
Provide documented approval for signature and partner with Legal Operations on Salesforce and legal software intake workflows.