Mark Zisholtz, Esq, M.S.M.
Founder, Contingent GC
Mark Zisholtz is the founder of Contingent GC. He is a general counsel, contracts and employment lawyer, M&A / deal maker, and strategic legal-business advisor with more than 20 years of experience advising staffing companies, workforce solutions businesses, enterprise buyers, contingent-labor-intensive enterprises, and HR-tech-adjacent organizations.
His background combines AmLaw law-firm partnership roles with senior in-house legal and executive leadership positions. He has served in partner roles at Baker & Hostetler and Morris, Manning & Martin, including leadership of contingent labor practices, and has held senior in-house positions including General Counsel / Senior Vice President at Opptly.ai and ICON, Executive Vice President, Compliance & Legal at EverHive, and Vice President / General Counsel at Innova Solutions.
Mark has advised CEOs and operating leaders on commercial agreements, worker classification, contingent workforce design, employment risk, supplier governance, dispute management, legal operations, global expansion, acquisitions, and strategic growth matters. He is particularly experienced where business-model complexity and workforce-model complexity collide.
Mark built Contingent GC for companies, investors, advisors, executives, and industry professionals that need senior, commercial, industry-fluent legal support - but do not need, or do not yet want, a full-time general counsel.
Credentials
Legal and Executive Leadership
Former Partner, BakerHostetler.
Former Partner, Morris, Manning & Martin LLP.
Former Co-Head, BakerHostetler National Contingent Workforce Practice.
Former Head / Founder, Morris, Manning & Martin Contingent Labor Practice.
Former General Counsel and senior legal executive inside staffing, workforce solutions, EOR/AOR, MSP/RPO, and AI recruiting platform businesses.
Executive legal and compliance experience supporting supplier frameworks across North America, EMEA, Central America, and APAC.
Education and Bar Admission
Georgia Bar, admitted 2002.
Juris Doctor, cum laude — University of Florida Levin College of Law
Completed a four-year joint law and business degree program.
Editor, Journal of Law and Public Policy.
Top Student Award, Intellectual Property.
Master of Science in Management — University of Florida Warrington College of Business
Bachelor of Arts in History, magna cum laude — University of Florida
Thought Leadership, Entrepreneurship, and Service
Former Legal Chair, ClubVMSA, two annual terms.
Public speaker and presenter on contingent labor, independent-contractor compliance, co-employment, EOR/AOR, MSP/RPO, employment law, commercial contracts, and workforce strategy.
Co-founder and exited two businesses, including an international legal recruiting firm.
U.S. Air Force and U.S. Air Force Reserves, Sergeant, honorably discharged.
National Defense Service Medal.
Select Accomplishments
Negotiated 35+ APAC supplier contracts across 10 countries, securing critical multinational MSP expansion.
Recovered 100% of outsourced M&A facilitator fees through successful arbitration after contractual nonperformance.
Spearheaded Central America BPO workforce-delivery contracting and compliance implementation for multinational customer operations.
Built contracting playbooks, clause libraries, fallback positions, and governance structures improving execution consistency.
Created AI recruiting platform contract suite, including SaaS, SLA, DPA, maintenance, and deployment terms.
Closed enterprise contingent-labor program deals ranging to $500M+ in annual customer spend.
Directed governance for 5,500+ weekly contractors and suppliers across multiple workforce delivery models.
Oversaw compliance for 10,000+ contingent workers across a global workforce-solutions enterprise.
Architected worker-classification frameworks across staffing, EOR/AOR, MSP/RPO, SOW, and independent-contractor governance models.
Designed automated and AI-enabled IC, small-supplier, audit-trigger, and joint-employment compliance testing tools.
Defended contractor-compliance programs through state and federal audits.
Defeated threatened nationwide FLSA class action tied to large-scale contingent workforce operations.
Protected nine-figure business line against equity claims using metadata and work-product defenses.
Resolved 10+ legacy litigation matters within 12 months, reducing claimed liabilities 40%+.
Authored winning federal appellate briefs extending Georgia restrictive-covenants law effective-date protection for clients.
Recovered over a half million dollars for certified minority-owned business against an abusive staffing partner.
Led M&A legal work in the contingent labor industry across technology, insurance, telecom, and other service line verticals.
Negotiated hybrid MSP/RPO workforce arrangement covering United States and Canada for enterprise customer.
Served as finalist pitch leader and deal closer on competitive enterprise RFPs.
Co-founded and exited multiple businesses, including legal recruiting, benefits, and tutoring ventures.
Created admin-only, documents-only, compliance-only, and other bespoke service arrangements facilitating deal closure.
Built in-house legal team from one lawyer to six legal and compliance professionals.
Built personal enterprise client roster of 30+ clients within 27 months at BakerHostetler.
Co-led BakerHostetler’s national contingent workforce practice, coordinating 20+ lawyers across disciplines.
Served multiple terms as Legal Chair for ClubVMSA’s global contingent workforce ecosystem.
Trained enterprise customers on worker classification and emerging employment-law developments affecting workforce delivery.
Advised healthcare talent CEO on growth strategy, acquisitions, commercial structure, and compliance architecture.
Structured healthcare staffing, direct-placement, and healthcare IT consulting customer and partner agreements.
Led supplier evaluations across the U.S. and EMEA to design compliant classification programs.
Built sensitive data-governance and security-policy frameworks for workforce technology and services operations.
Negotiated DPAs, SaaS terms, maintenance agreements, and data-security provisions for AI platform.
Structured VMS partnership, SaaS, and integration agreements supporting commercial workforce technology ecosystems.
Developed direct-sourcing agreement templates supporting enterprise self-sourced talent engagement models for staffing clients.
Created C2C and IC flow-down addenda aligning suppliers with downstream customer obligations.
Built California temporary-labor pay-data reporting communications and supplier compliance processes for staffing programs.
Drafted global payroll partner SLAs and country-specific service obligations for workforce programs.
Structured Ireland, UK, UAE, Germany, and Australia addenda for cross-border workforce delivery.
Designed IC onboarding SOPs for enterprise programs requiring defensible documentation and operational discipline.
Built pay, contract-facilitation, and administration agreement templates for IC and C2C engagements.
Created original-works, IP assignment, restrictive covenant, and no-solicitation templates protecting business ownership.
Drafted multi-state employee handbooks, offer letters, background authorizations, and staffing-client employment documents.
Structured EOR and IC services MSAs for events, promotions, and staffing clients.
Developed training-program agreements supporting workforce academies and structured candidate-development models for staffing clients.
Analyzed complex restructuring, corporate separateness, and veil-piercing risks for complex staffing-enterprise customers.
Built manual IC compliance exam questions and audit-defense documentation frameworks for clients.
Prepared EOR/AOR sales presentations and compliance notes for major enterprise prospect meetings.
Designed 50-state IC compliance solution logic for commercialization as a workforce product.
Advised customers on small-supplier, SOW, and non-employee engagement compliance structures for alternative workforces.
Structured subvendor, supplier-funded, and multilayer workforce models to remove unnecessary customer spend.
Negotiated Affordable Care Act markup increases with enterprise customers while preserving commercial relationships.
Led relaunch of $63M payrolling and IC compliance program after rebid threat.
Designed process categorizing 2,500 contingent workers across 50+ countries for spend visibility.
Advised customers on pay-rate sourcing, MSP fee avoidance, and supplier-funded program economics.
Drafted compliant SOW and T&M structures across IT, engineering, medical, audit, and insurance.
Served on senior executive leadership teams across EverHive, ICON, and Innova Solutions.
Managed global outside counsel networks across the U.S., Canada, Puerto Rico, APAC, and EMEA.
Supported staffing, BPO, direct sourcing, EOR/AOR, MSP, RPO, VMS, and SOW business lines.
Led global legal and compliance operations across North America, EMEA, Central America, and APAC.
Built scalable compliance frameworks supporting supplier evaluations, worker classification, and global workforce expansion.
Converted legal from reactive control function into revenue-enabling workforce strategy infrastructure within workforce companies.
Select Consulting
Independent contractor misclassification audits, including Fortune 500 program reviews and compliant restructuring roadmaps.
Contingent workforce program architecture across staffing, EOR/AOR, MSP/RPO, VMS, SOW, and direct sourcing.
Global supplier-governance design, including onboarding controls, country addenda, SLAs, audits, and escalation processes.
HR technology and AI recruiting platform contracting, including SaaS, DPAs, SLAs, and enterprise terms.
Worker-classification compliance tools, including AI-enabled testing logic, audit triggers, and defensible documentation workflows.
Staffing and workforce-solutions deal structuring, including complex MSAs, subvendor flows, and commercial risk allocation.
MSP/VMS/RPO implementation consulting, including supplier ecosystems, operating rules, governance, and compliance workflows.
Employment-law risk reduction for workforce-intensive businesses, including FLSA, restrictive covenants, and joint employment.
Alternative dispute resolution strategy for staffing, employment, supplier, ownership, and contingent-labor disputes.
Legal-operations transformation, including insourcing models, playbooks, templates, outside counsel controls, and spend discipline.