I'm starting a new startup with a cofounder. Do I need to also create a shareholders agreement or is a company constitution enough?

The HKG company has the same commercial law set of UK, that said, between the two it would be safer using an NDA fitting the latter.

Disclaimer: I'm not a lawyer, I've never played one on TV, and it has been ages since I've stayed at a Holiday Inn. However, it sounds like you've stated clearly that your need is a lawyer who SPECIALIZES in contract law, with EXPERIENCE doing so for Digital Agencies. A great way to find someone like that is to ask other agencies that you have a good relationship with. For critical professional services like legal representation, I've always had a strong preference for a referral. Preferably from someone I know who has enough similarity in business and principles that I can reasonably expect to have the same good outcomes they've enjoyed. I'd say this is a matter of asking a few friends in the business for referrals - and then interviewing them. If you don't have friends in the business - consider searching Clarity for people with digital agency experience (rather than legal experience), and request a call to get their recommendations on counsel.

From a legal standpoint: an NDA is an agreement - something contractual, and therefore is not limited (by law) to any specific jurisdiction. So, you can select Delaware or California, or India for that matter. From the business aspect, the best jurisdiction to select would depend on: 1. Jurisdictions that are known to be 'friendly' to your type of business. 2. Jurisdictions in which your lawyer is licensed to practice / the cost of lawyers isn't too expensive. 3. Somewhere not to far from where you are physically located - in case you actually have to go to court. Lastly, best to add a required arbitration or mediation clause if you don't have one. Good luck

Your first point of reference should be experience. The most effective way to create your ToS is to consult with a lawyer who specializes in your industry. This also hold true for your that and any business legal document. It’s true that you can find different online services and templates to assist you, but the truth is that these documents could very well be null and void. Your business is specific and unique and your ToS should be the same way. I advise against copying your ToS or using one of the “easy to use” sites as they will almost certainly fail to include or capture everything. Read more: https://lawtrades.com/blog/protect-website-liability/ At www.lawtrades.com, we have plenty of experienced Terms of Service and Privacy policy lawyers who will complete it for you on-demand. I have seen PP and TOS prepared routinely for $599 or less, and these documents essentially serve as a “blueprint” for your business. (Full disclosure: I'm the founder/CEO). In my opinion, copying your competitors legal documents will not work for you in the long run. The odds are high that the business had their documents customized, and by copying and pasting you are claiming that your business has the same features and services which is highly unlikely. Hope this helped address some of your concerns. When you're ready, you make your request completely free at www.lawtrades.com to get a better feel for the process. Feel free to mention "clarity" for a discount :)

In the US, terms and conditions do not override the law of the land. Depending on the exact situation, and intent, I would suspect that an entity could make the case for fraud, trademark infringement, theft, or copyright violation. The practice will likely get you blacklisted by any search engine of significances, undercutting whatever your objective was in the first place.