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Vaulted is a carbon removal and waste management company that safely injects organic waste deep underground to permanently remove carbon from the atmosphere while protecting land, air, and water. Based in Houston, San Francisco, and Kansas with 70+ employees, Vaulted recently signed the second-largest carbon removal offtake agreement with Microsoft (July 2025) and is rapidly expanding to new sites.
You will own the legal workstream for Vaulted's partnerships end-to-end, from term sheet through definitive documentation and post-closing amendments. As senior in-house counsel for partnership transactions, you will lead a two-person legal team consisting of a Corporate Counsel and a Contract Specialist (paralegal). You will draft and negotiate directly against sophisticated counterparties and their counsel, with the expectation that routine and mid-complexity deals are papered fully in-house.
Key responsibilities include:
**Deal Structuring & Documentation:** Draft and negotiate JV agreements, LLC operating agreements, site host and lease agreements, feedstock supply agreements, tipping fee arrangements, and O&M agreements. Structure deals across the multi-entity architecture ensuring JV terms align with existing financing and offtake contracts. Own the term sheet process by translating commercial deal points from business development into structures that survive diligence, financing, and audit.
**Risk Allocation & Specialist Issues:** Negotiate liability, indemnity, insurance, and environmental risk allocation provisions, including waste acceptance specifications, title/risk transfer for waste streams, and long-tail environmental liability among generators, haulers, site hosts, and operators. Build and maintain waste-stream-specific contract standards.
**Team Leadership & Process Ownership:** Manage and develop two direct reports. Allocate deal work strategically—first-chair complex JV negotiations yourself while delegating routine agreements, diligence, and contract lifecycle work with appropriate supervision. Set quality standards, review work product, and build team capability to handle more of the deal pipeline independently over time. Manage outside counsel on matters requiring specialist support (tax, permitting, regulatory, litigation) while keeping spend tight and scoped. Continue building the template library and negotiation playbook to increase deal velocity as the partnership pipeline scales. Support diligence workstreams for financings and equity raises as they touch partnership agreements.
The role reports to the SVP of Finance. Periodic travel to partner meetings and operating sites is required.
**Requirements:**
- J.D. from an accredited law school; licensed and in good standing in at least one U.S. jurisdiction (Texas admission or ability to register as in-house counsel)
- 8–12 years of transactional experience in energy, infrastructure, environmental/waste, or project development—at a major law firm, in-house at a sponsor/developer, or both
- Demonstrated first-chair experience drafting and negotiating JV agreements or comparable complex commercial arrangements without outside counsel support
- Fluency in commercial risk allocation: indemnities, limitations of liability, insurance requirements, force majeure, default and termination mechanics
- Comfort negotiating against large, sophisticated counterparties and their Big Law counsel
- Experience managing and reviewing the work of junior attorneys and/or paralegals, with the judgment to delegate effectively and the willingness to remain hands-on in documents
- Ability to operate independently in a lean, fast-moving company—you and your team are the legal function for this workstream
**Strongly Preferred:**
- Experience with waste management, environmental services, or adjacent industries
- Familiarity with environmental liability frameworks (RCRA, CERCLA, state waste regulation) and how they drive contract terms
- Exposure to project finance structures (SPVs, lender consent rights, collateral assignment of material contracts)
- Experience at a venture-backed or growth-stage company
**Not Required:**
- Carbon markets or CDR experience—the company will teach you the industry; they need you to already know how to paper the deals
