While it never hurts to have a good lawyer, if you are ever in a contemplating a deal where you say something like this to yourself: "they can't do that to us,

While it never hurts to have a good lawyer, if you are ever in a contemplating a deal where you say something like this to yourself: "they can't do that to us, we have a contract", you're already screwed. I have gotten screwed too many times on this, despite spending tons on lawyers ahead of time. Bottom line, make a deal that is a WIN WIN and doesn't put you at huge risk w/o some offset you consider reasonable or don't do a deal at all. You do not have an easy road ahead, but you can at least avoid a disaster. Remember, your BATNA is continuing your startup as if you'd never been approached!