Corporate Counsel

Position Summary

Blue Ops, Inc., a Red Cat company, is seeking an experienced, business-oriented Corporate Counsel to join our legal team. This position is a hybrid role requiring the successful candidate to be based either in West Palm Beach, Florida or Valdosta, Georgia. This position will provide legal guidance and support across a broad range of corporate and operational matters for Blue Ops, Inc., with primary emphasis on employment law, commercial contracting, manufacturing agreements, and legal matters involving military and government contracting .

The successful candidate will support a rapidly growing defense technology company engaged in the design, development, manufacturing, integration, and deployment of advanced unmanned maritime systems for military, government, and commercial customers.

The ideal candidate will possess strong commercial contracting skills, meaningful experience advising on employment law matters, and the ability to provide practical legal advice in a dynamic, technology-driven manufacturing environment.

Particularly desirable qualifications include familiarity with vessel construction agreements, maritime liability, Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS) requirements, and intellectual property rights associated with defense technologies and government contracting.

Preference will be given to attorneys with prior military legal experience, including former Judge Advocate General (JAG) officers, or attorneys who have worked in-house or in private practice representing defense contractors, government contractors, or military technology companies.

Key Responsibilities

1. Employment Law and Human Resources

- Provide legal advice and counsel to Human Resources and executive leadership regarding federal and state employment laws and workplace compliance.

- Advise on employee hiring, performance management, disciplinary actions, workplace investigations, terminations, reductions in force, and employee relations.

- Draft, review, and negotiate employment agreements, executive employment agreements, independent contractor agreements, separation agreements, restrictive covenants, and confidentiality agreements.

- Provide guidance concerning wage and hour laws, employee classification, discrimination, harassment, retaliation, employee leave, and workplace accommodations.

- Assist in developing, reviewing, and maintaining employee handbooks, employment policies, and internal compliance procedures.

- Support employment-related disputes, administrative proceedings, and litigation in coordination with outside counsel.

- Advise on employment matters arising in manufacturing, engineering, defense contracting, and multistate operational environments.

2. Commercial and Manufacturing Contracting

- Draft, review, negotiate, and manage a broad range of commercial agreements, including:

Master Services Agreements (MSAs) and Statements of Work (SOWs).

- Manufacturing, fabrication, assembly, and production agreements.

- Supplier, vendor, procurement, and subcontractor agreements.

- Engineering, product development, and technology integration agreements.

- Licensing, distribution, reseller, and original equipment manufacturer (OEM) agreements.

- Nondisclosure agreements, teaming agreements, strategic partnership agreements, and memoranda of understanding.

- Negotiate and advise on contractual provisions addressing indemnification, limitation of liability, warranties, insurance, intellectual property ownership, confidentiality, and termination rights.

- Support manufacturing and supply chain operations by addressing contractual issues involving quality assurance, production delays, product acceptance, delivery obligations, and supplier performance.

- Assist in structuring agreements involving prototype development, new product integration, and technology commercialization.

- Work directly with engineering, manufacturing, procurement, and executive teams to develop commercially practical contracting solutions.

- Assist in resolving contract disputes, supplier disagreements, and performance-related issues.

3. Military and Government Contracting

- Support legal matters involving contracts and business relationships with the U.S. Department of Defense, federal agencies, prime contractors, and defense industry partners.

- Draft, review, and negotiate government-related contracts, subcontracts, teaming agreements, and other defense procurement arrangements.

- Identify and evaluate contractual risks associated with government procurement, contract performance, and regulatory compliance.

- Provide legal guidance concerning applicable FAR and DFARS requirements, including government contracting clauses and subcontractor flow-down obligations.

- Support contractual matters involving Other Transaction Authority (OTA) agreements, prototype development programs, research and development arrangements, and production contracts.

- Assist in evaluating government contract intellectual property provisions, including technical data rights, government-purpose rights, restricted rights, and ownership of contractor-developed technology.

- Coordinate with internal personnel and specialized outside counsel concerning ITAR, EAR, procurement integrity, and other defense industry compliance obligations.

- Assist with contract performance disputes, termination issues, government inquiries, and procurement-related risk management.

4. Maritime Law and Maritime Contracting

- Provide legal support concerning the company's maritime operations, including the design, manufacture, testing, and deployment of unmanned surface vessels (USVs) and related technologies.

- Draft, review, and negotiate agreements involving vessel construction, prototype development, maritime manufacturing, vessel acquisition, and maritime services.

- Assist in evaluating contractual responsibility for vessel design, construction, seaworthiness, inspection, testing, delivery, and acceptance.

- Identify and address maritime-related contractual risks, including vessel damage, transportation liability, product liability, insurance requirements, and operational responsibility.

- Support legal matters involving maritime defense platforms, autonomous vessels, and integration of advanced technologies into maritime systems.

- Coordinate with specialized maritime counsel regarding admiralty law, Coast Guard requirements, maritime insurance, and vessel-related claims when appropriate.

- Advise business and operational teams regarding allocation of liability among vessel manufacturers, component suppliers, technology integrators, and end users.

5. General Corporate Legal Support

- Provide day-to-day legal counsel to management and business teams on operational, commercial, and regulatory matters.

- Assist with corporate governance, compliance initiatives, internal policies, and other matters assigned by the General Counsel.

- Support intellectual property protection, technology licensing, confidentiality, and proprietary information matters.

- Assist in managing outside counsel, litigation, commercial disputes, and regulatory inquiries.

- Develop and maintain standardized contracts, legal templates, and internal contracting procedures.

- Support strategic partnerships, business development initiatives, and corporate transactions as needed.

- Proactively identify legal and commercial risks and recommend practical solutions consistent with company objectives.

Required Qualifications

- Juris Doctor (J.D.) degree from an ABA-accredited law school.

- Active membership in good standing with at least one U.S. state bar.

- Minimum of five (5) years of legal experience , including substantial experience in commercial contracting, employment law, or corporate legal practice.

- Demonstrated ability to independently draft, review, and negotiate complex commercial agreements.

- Working knowledge of federal and Florida/ Georgia state employment laws and experience providing employment-related legal advice.

- Strong understanding of contractual risk allocation, including indemnification, limitation of liability, warranties, intellectual property ownership, and dispute resolution.

- Ability to work directly with business leaders, operational personnel, and technical teams to develop practical legal solutions.

- Excellent legal research, analytical, drafting, negotiation, and communication skills.

- Ability to independently manage multiple legal matters in a fast-paced business environment.

- Strong professional judgment, attention to detail, and ability to appropriately manage confidential and sensitive information.

Preferred Qualifications

Preference will be given to candidates with experience in one or more of the following areas:

Military and Defense Industry Experience

- Prior military service, particularly as a Judge Advocate General (JAG) officer or attorney supporting military procurement, acquisition, or operational matters.

- Prior in-house legal experience with a defense contractor, government contractor, aerospace manufacturer, maritime defense company, or military technology business.

- Experience representing companies engaged in the development, manufacturing, or integration of military equipment, unmanned systems, or defense technologies.

- Experience working with DoD contracting officers, acquisition personnel, program managers, or military procurement organizations.

Particularly Desirable Specialized Experience

- Vessel Construction and Maritime Contracting: Familiarity with vessel construction agreements, shipbuilding or boat manufacturing contracts, vessel acceptance require ments, seaworthiness obligations, and allocation of responsibilities among vessel manufacturers, suppliers, and technology integrators.

- Maritime Liability: Understanding of maritime liability principles, admiralty law, vessel-related risk allocation, maritime insurance, and legal issues involving autonomous or unmanned surface vessels.

- FAR/DFARS: Working knowledge of federal defense procurement requirements, including FAR/DFARS clauses, government contracting compliance, subcontractor flow-down provisions, and contractual requirements associated with DoD procurement.

- Defense-Related Intellectual Property Rights: Familiarity with intellectual property ownership and licensing in defense contracting, including technical data rights, government-purpose rights, restricted rights, software rights, and intellectual property developed under government-funded or contractor-funded programs.

- Additional Preferred Experience

- Experience with Other Transaction Authority (OTA) agreements, government-funded research and development, and prototype contracting.

- Familiarity with ITAR, EAR, and other defense industry regulatory requirements.

- Experience supporting manufacturing operations, supply chain contracting, and product development.

- Experience handling multistate employment law matters within a corporate environment.

- Experience advising rapidly growing companies or businesses operating in highly regulated industries.

- Active or previously held U.S. government security clearance.

- The Corporate Counsel will serve as a hands-on legal advisor supporting the company's business operations and strategic objectives. This position requires an attorney who is comfortable working directly with operational teams, independently negotiating agreements, and providing timely, practical legal advice.

- While expertise in employment law and commercial contracting is central to the position, the successful candidate should demonstrate a strong interest in defense technology, government procurement, and maritime operations, together with a willingness to develop additional expertise in these areas.

- The ideal candidate will bring a combination of legal sophistication, business judgment, operational awareness, and the flexibility required to support a growing defense technology organization.

Background Check

This position will require successfully completing a post-offer background check. Qualified candidates with a criminal history will be considered and are not automatically disqualified, consistent with federal and state law.

EEO and ITAR/EAR Work Authorization Disclosure

Red Cat Holdings provides equal employment opportunities (EEO) to all employees and applicants for employment and prohibits discrimination and harassment of any type without regard to race, color, religion, age, sex, national origin, disability status, genetics, protected veteran status, sexual orientation, gender identity or expression, or any other characteristic protected by federal, state or local laws. This position requires direct or indirect access to hardware, software, technology or technical data controlled under the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR). Successful candidates for positions subject to ITAR/EAR restrictions must provide proof of U.S. Citizenship or Permanent Residence and must not require sponsorship for export-restricted work authorization.

E-Verify

The company participates E-Verify ensure eligibility for employment and compliance with Right to Work rules.

Compensation: Salary plus generous annual equity package and potential bonuses.