Senior Counsel, Commercial & Joint Ventures

Job description

Vaulted is a waste management company that removes carbon. We take organic waste that can pollute our environment above ground and safely inject it ultra deep underground—permanently removing carbon from the atmosphere while protecting local land, air, and water. Vaulted is based in Houston, San Francisco, and Kansas. With a growing team of 70+ people across the country, Vaulted signed the second largest carbon removal offtake ever with Microsoft in July 2025 and is rapidly expanding to new sites. Vaulted's proprietary technology builds on decades of expertise to deliver safe, durable carbon and waste management solutions now, at scale. **Vaulted Deep** | Houston, TX (in-person) | Full-time | Reports to: VP of Finance **The Role** You will own the legal workstream for Vaulted’s partnerships end-to-end — from term sheet through definitive documentation through post-closing amendments — as our senior in-house counsel for partnership transactions. You will lead a two-person legal team, managing a Corporate Counsel and a Contract Specialist (paralegal), and 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. **What You'll Do** **Deal structuring and documentation** - Draft and negotiate JV agreements, LLC operating agreements, site host and lease agreements, feedstock supply agreements, tipping fee arrangements, and O&M agreements with partners - Structure deals across our multi-entity architecture ensuring JV terms are compatible with existing financing and offtake contracts - Own the term sheet process: translate commercial deal points from the business development team into structures that survive diligence, financing, and audit **Risk allocation and 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 between generator, hauler, site host, and operator - Build and maintain waste-stream-specific contract standards **Team leadership and process ownership** - Manage and develop a team of two direct reports: a Corporate Counsel and a Contract Specialist / paralegal - Allocate deal work across the team — first-chair the complex JV negotiations yourself while delegating routine agreements, diligence, and contract lifecycle work with appropriate supervision - Set quality standards, review the team's work product, and build the team's capability so more of the deal pipeline can be handled below your level over time - Manage outside counsel on matters that genuinely require specialist support (tax, permitting, regulatory, litigation), keeping spend tight and scoped - Continue build out of template library and negotiation playbook so deal velocity increases as the partnership pipeline scales - Support diligence workstreams for financings and equity raises as they touch partnership agreements **What We're Looking For** **Required** - 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 — we will teach you the industry; we need you to already know how to paper the deals **Location** Houston, TX (hybrid). Periodic travel to partner meetings and operating sites required