• Structure (C corporation, S corporation, LLC?)
• IP protection
• Hiring contractors and employees: make sure you have them sign an invention assignment, so that you can retain ownership of what is being produced and that you have paid for
• Non-disclosure - mutual to make sure both parties are on the same boat

When selecting a lawyer, make sure you actually meet a few before choosing one or the other, because working with him/her will have to be a real partnership. It should be somebody you enjoy spending time with, and somebody who specializes in corporate and securities work for startups. And you may also want to check the State Bar of California Website or Martindale.com to get as much information as possible on this person. Not all lawyers are equal...Also always request a budget upfront!