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Memorandum

Document A1 | Matter No. 2026-0187

TO: Associate Team
FROM: Rachel Dominguez-Park, Partner
DATE: February 3, 2026
RE: New Client Intake — NovaStream Logistics, LLC
MATTER NO: 2026-0187

Background

I met yesterday with Priya Sharma, CEO and founder of NovaStream Logistics, LLC ("NovaStream" or "Client"). NovaStream is a Newark-based logistics startup that provides "last-mile" delivery services to e-commerce retailers throughout northern New Jersey. The company was incorporated as a New Jersey LLC in August 2024 and began operations in October 2024.

Business Model

NovaStream's value proposition is an AI-powered routing system called "RouteGenius" that optimizes delivery sequences in real time based on traffic, weather, and package priority. The company contracts with mid-size e-commerce retailers who lack their own delivery infrastructure. NovaStream currently serves approximately 45 retail clients and handles roughly 3,000 deliveries per day across Essex, Union, Hudson, Bergen, and Passaic counties.

Deliveries are performed by approximately 180 drivers whom NovaStream classifies as independent contractors. Drivers access available delivery "blocks" through the NovaStream Driver App, select blocks they wish to work, and are compensated on a per-delivery basis ($4.50–$7.25 depending on package size and distance). Drivers use their own vehicles and are responsible for their own insurance, fuel, and maintenance costs.

Ms. Sharma emphasized that drivers have "complete flexibility" to work when they want, decline blocks without penalty, and work for competing delivery services. She noted that several drivers also work for DoorDash, Instacart, and Amazon Flex.

Immediate Legal Needs

NovaStream has two immediate needs:

1. Independent Contractor Agreement

NovaStream has been using a template IC agreement that Ms. Sharma downloaded from a legal forms website in 2024. She acknowledges the agreement is "probably not great" and wants our firm to draft a proper agreement that will "hold up in court if anyone ever sues us." She mentioned that a driver was recently injured on the job and has been making noise about filing a workers' compensation claim—this appears to be the impetus for the engagement, though she insists the agreement review was "already on her list."

I have asked Ms. Sharma to send the current template and any specific terms she wants included. See her email chain (attached) for her initial thoughts, which are somewhat scattered.

2. Commercial Lease Review

NovaStream is negotiating a lease for a 15,000 square foot warehouse in Elizabeth, NJ, to serve as a regional distribution hub. The landlord (Gateway Industrial Partners, LLC) has provided a draft lease that Ms. Sharma describes as "pretty standard." She wants us to review it before signing. The proposed term is 5 years with two 3-year renewal options. Base rent is $18.50/SF NNN.

I have attached the landlord's draft lease template.

Initial Observations and Risk Assessment

I have significant concerns about the independent contractor classification that we should discuss before finalizing the engagement scope.

New Jersey has one of the most stringent worker classification tests in the country—the "ABC Test" codified at N.J.S.A. 43:21-19(i)(6). Under this test, a worker is presumed to be an employee unless the putative employer can demonstrate that ALL THREE of the following conditions are met:

(A) The individual is free from control or direction over the performance of the service, both under the contract and in fact;

(B) The service is either outside the usual course of the business for which such service is performed, OR the service is performed outside of all the places of business of the enterprise for which such service is performed; and

(C) The individual is customarily engaged in an independently established trade, occupation, profession, or business.

The second prong presents an obvious problem: delivery IS NovaStream's core business. I am skeptical that any contractual language can overcome this structural issue, though we can certainly strengthen the agreements on prongs (A) and (C).

I want the team to research this question thoroughly before we advise the client on whether an improved IC agreement can meaningfully reduce their exposure, or whether we need to have a more difficult conversation about potential reclassification.

Staffing and Next Steps

I am assigning this matter as follows:

  • Research assignment: Please research the current state of NJ law on the ABC test as applied to app-based delivery services. I need a memo analyzing whether, given NovaStream's business model, an IC classification is defensible. Due February 16.
  • IC Agreement drafting: Please review the client's current template, Ms. Sharma's emails, and our firm's IC playbook. Prepare a first draft by February 21.
  • Lease review: Please review the landlord's template against our commercial lease checklist. Flag any provisions requiring negotiation and prepare a summary memo by February 21.

Please do not communicate directly with the client until we have discussed the classification risk. All client communications should go through me for now.

Attachments

  1. CEO Email Chain (4 messages)
  2. Landlord's Draft Lease
  3. Research Assignment Memo

This memorandum is protected by attorney-client privilege and the work product doctrine. Do not distribute outside the firm.