Gerben Nerinckx: I spent 25 years as an ICT lawyer, licensing software and running the legal function as General Counsel in technology companies.

Founder, CodeCounsel

I spent more than 20 years as a lawyer inside US & EU based technology companies, licensing their software, being responsible for their entire worldwide legal operations and running their legal teams as General Counsel. Now I do that job for the companies that need it most: tech startups, scale-ups and SMEs that need help to grow and to navigate a complex legal world of selling their technology, but don’t have the expertise or the resources to take care of that part of their operations.

The short version

For 25 years, I’ve been working at unique places where law, technology and commerce meet. After five years working as an attorney in Ghent, I started my journey in the corporate world as commercial counsel for imec vzw, one of the world’s most renowned research centers for semiconductor technology, focusing on research collaboration, joint development and IP agreements with international industry and university partners, followed by a five-year assignment as Senior Counsel and Principal Licensing Attorney for speech and language technology at Nuance Communications (now part of Microsoft), negotiating software licenses, development- and distribution agreements with enterprise customers and device manufacturers.

Later, I joined Danaher Corp. as Lead Commercial Counsel responsible for their Packaging and Color technology platform, became the General Counsel for four operating companies (X-Rite, Esko, Pantone & TraceGains) with a combined revenue of 750 M USD, and stayed on through the split from Danaher into Veralto (NYSE:VLTO), leading a worldwide team of lawyers and legal professionals across jurisdictions in the US and Europe.

I helped setting strategy, negotiated the deals, managed the disputes that followed some of them, and lived with the contracts afterwards. That last part changes how you draft the first one.

Why I started CodeCounsel

Somewhere between getting started and selling to that first customer, you will notice that the legal world starts to bite: from making sure your product meets regulatory compliance, to drafting your SaaS terms or EULAs, through negotiating your first deal without giving the store away. Usually, all of that taken care of by the founder(s), without the expertise or the time to focus on this part of the business.

And then, between the first real customer and the next funding round, a company’s legal needs outgrow its structure. The contracts get longer. The customers get more demanding, and they send their own terms for you to review. And there is still nobody inside who has the expertise to do any of this.

The usual two options are both bad. Hire a full-time counsel, and you carry the overhead before the work justifies it. Call a law firm, and you get an hourly bill and a carefully drafted textbook answer to the exact question you asked, from someone who has never seen your product, let alone the inside of a tech company.

I started CodeCounsel in 2026 to be the third option: offering the know-how of an experienced in-house lawyer, shaped by decades of experience from inside tech companies both in Europe and the US.

Selling technology and licensing software is the thing I have done longest

Building and selling technology is not like selling anything else. You’re not making or shipping bricks. You’re collaborating amongst founders, with other startups or field experts where you need to think about and guard your IP before giving it away. You’re licensing intangible goods where the whole value of the transaction sits in how you the shape the scope, territory, field of use, term, what happens on renewal, what happens at the end, what the customer may do with what comes out the other side. Get this wrong, and no amount of good drafting elsewhere will save it.

I have been doing this since 2005. Throughout my career in EU and US based tech companies like imec and Nuance Communications, I worked on research collaborations, joint development agreements, IP ownership structures and licensing policies.

At Danaher and Veralto, I negotiated the full range of agreements on both sides of the table: turnkey and enterprise agreements, channel partner and OEM arrangements, R&D and joint development contracts, SaaS and subscription terms and EULAs. As the General Counsel of their Packaging and Color tech platform, I designed the legal framework those businesses ran on: general terms and conditions of sale, warranty policies and privacy terms built for how the businesses actually sold, and translated regulatory frameworks like the EU AI Act into daily operations.

So when your prospective customer sends back a redline of your EULA, or a distributor asks for exclusivity, or an enterprise buyer wants source code escrow and perpetual rights, I have seen those arguments countless times before, and know how to handle them.

What being a General Counsel actually teaches you

A lot of people offer contract review. Fewer the experience that comes along with it.

As General Counsel, my job was not to “just” answer legal questions; it was to own everything legal that could affect four businesses, and to decide what mattered. That means sitting in the meetings where the products are designed and the strategy is set, not receiving the outcome afterwards. It means telling the business the deal they want is worth the risk, provided it is structured differently, and enjoying the rewards of that decision afterwards. It means ownership, taking away the ‘burden’ of the legal work from the founders, deciding what gets handled and what is simply not worth spending money on.

What that means for you in practice

Bringing that sort of expertise to startups, scale-ups and SMEs means

• lending a light-touch helping legal hand from the early days of setting up your company, to your first customer, through integrating the company your business (now no longer startup) has just acquired
• providing clarity on IP ownership before you enter a joint development or customer-funded project, not after
• designing a license structure that matches how you actually sell: perpetual, subscription, embedded, SaaS, tailored to your product rather than a generic template written for a different business model
• writing contract terms you can actually negotiate with, without calling a lawyer for every deal, whilst sitting at your side of the table negotiating those deals that matter most
• creating distribution, reseller and OEM arrangements that do not quietly hand away your margin or your market

How I work

I start from the business, not the rulebook. The rules matter, and I will tell you what they mean. But my job is to find the route through, not to hand you a list of reasons to stop.

I write in language your team can use. If your salespeople cannot explain a clause to a customer, it is a bad clause, however elegant it looks.

I sit on your side of the table. Not like a traditional law firm commenting from the sideline, textbook in hand, but bringing the expertise to the negotiation, on the call or in the room.

What I do is tailored to every stage your growth path goes through: from a light-touch ‘helping hand’ to being a structural part of your company, all at your own pace.