B2B Engagement & Legal FAQ
How we work together securely, legally, and efficiently. Bypassing HR bottlenecks while ensuring absolute compliance and IP protection.
1. Tax Compliance & Zero EOR Overhead
Hiring international talent often raises concerns about IRS compliance and worker misclassification penalties. I operate as a strictly independent B2B contractor via a Single-Member LLC in Vietnam ("Software Production" business line), totally eliminating misclassification risks under the US DOL 2026 rules and EU Platform Work Directive.
- W-8BEN-E Provided: As a foreign corporate entity, I provide a signed W-8BEN-E upfront. My MSA explicitly defines deliverables as "services for development" (per Treas. Reg. ยง1.861-18), completely shielding your startup from the 30% US royalty withholding tax.
- Zero HR Overhead: You do not need to use expensive Employer of Record (EOR) platforms like Deel, Turing, or Remote. You pay zero payroll taxes, health insurance, or benefits.
- Tax-Optimized: My LLC allows me to export software with a 0% VAT rating, keeping costs highly competitive while fully compliant with local tax laws.
2. Master Service Agreement & VC-Compliant IP Transfer
Investors (VCs) will heavily scrutinize your cap table and IP ownership during Series A/B due diligence. It is critical that your company owns 100% of its codebase without any "floating" IP liens.
- Present Assignment with Condition Subsequent: Unlike amateur freelancers who hold code hostage until payment (destroying your chain-of-title), my MSA assigns intellectual property to you immediately upon creation. This passes VC scrutiny instantly.
- Springing Reversion: I protect my business through a "springing reversionary right." If commercial invoices remain unpaid past 30 days, the commercial license to use the unpaid code is automatically suspended.
- NDAs: I sign standard NDAs immediately before we dive into your proprietary architecture.
3. Payment Milestones & AML Compliance (Wise)
I operate on a task-based milestone model, which natively proves "opportunity for profit or loss" (a core factor in avoiding misclassification). Invoicing is handled via Wise Business directly to my corporate account.
- SBV Circular 27/2025 Cleared: I maintain a pre-cleared, formal compliance dossier (MSA, SOWs, Invoices) with my local bank. This guarantees that your Wise transfers (even those >$1,000) clear instantly without getting frozen by State Bank of Vietnam AML checks.
- 30% Upfront / 70% Delivery: Engagements begin with a 30% deposit. I build, deploy to staging, and you review. Upon approval, the final 70% invoice is issued and code is pushed.
4. AI Liability Caps & Risk Allocation
Building Artificial Intelligence infrastructure introduces asymmetric risks far beyond traditional CRUD apps. My MSA features enterprise-grade protections for both parties.
- AI-Specific Carve-Outs: Direct damages are capped at 100% of the specific SOW. All consequential and indirect damages are explicitly excluded.
- Data Breach Super-Caps: A negotiated higher financial limit applies exclusively to catastrophic breaches involving confidentiality and data security.
- Hallucinations & Client Input: The MSA disclaims factual accuracy or IP non-infringement of outputs generated by third-party LLMs. Furthermore, clients must provide absolute indemnification against copyright/GDPR claims arising from the proprietary data they provide to prompt/fine-tune the models.
5. Governing Law & Dispute Resolution
US State court judgments (e.g., Delaware) are unenforceable in Vietnam. Local Vietnamese courts are unpalatable for Western startups. I use the global gold standard for cross-border engineering contracts.
- English or Singapore Law: The MSA is governed by neutral, highly predictable commercial law.
- SIAC Arbitration: All disputes are subject to binding arbitration via the Singapore International Arbitration Centre (SIAC).
- Global Enforceability: Because Vietnam is a signatory to the 1958 New York Convention, a SIAC arbitral award provides profound legal security and direct enforceability for you, the client.
6. Async-First Workflow
I operate as a plug-and-play extension of your engineering team. You don't need to micromanage me.
- Direct Integration: I join your Slack/Discord workspace as an external guest contractor. I use my own hardware and software licenses (proving true contractor autonomy).
- No Useless Meetings: We replace daily stand-ups with asynchronous written reports: what was built, blockers, and next steps.
- Atomic Commits: Progress is tracked via clean, atomic GitHub commits and rigorously documented Pull Requests.
Ready to scale your infrastructure?
Let's skip the HR red tape and start shipping code.