Our Technology Law Practice Group brings together attorneys with deep and diverse backgrounds and wide-ranging legal expertise. We
understand the challenges facing businesses in their various stages of development.

TECHNOLOGY LAW

TECHNOLOGY LAW

From start-ups to large, established Fortune 100/500® corporations, our attorneys guide clients through an ever expanding and rapidly evolving technological and media driven legal landscape. We use our knowledge and expertise to assist our clients in developing the best strategies to create, license, exploit, and use new and emerging technologies. Our Technology Law attorneys understand that each client has unique needs and we tailor our services to meet those needs, efficiently and effectively.

The Technology Law Practice Group’s practice covers all aspects of technology-related and internet-related legal matters. Our range of legal skills covers complex agreements for technology services, including outsourcing, software development and distribution, inbound and outbound licensing agreements, creation and use of software (including open source software), mobile apps (B2C and B2B), websites, hosted services and cloud computing, use of social media and user generated content, distribution of online content, technology systems, SaaS/PaaS/IaaS agreements, insourcing, e-Commerce, E-SIGN/UETA arrangements, terms and advice related to the Internet of Things (IoT), and due diligence for technology in M&A and securitization transactions. We also advise companies on compliance with the California Consumer Privacy Act (CCPA) regarding rights and obligations of service providers, direct collection of personal information by various websites and Apps, and compliance issues in various vendor agreements. Our attorneys have expertise regarding liability for online content, including issues related to Section 230 of the Communications Decency Act and recent proposed changes.

SCOPE OF SERVICES

  • Cloud Computing (SaaS/PaaS/IaaS)
  • Complex Agreements for Technology Services
  • Data Privacy and Security
  • Due Diligence
  • Inbound and Outbound Licensing Agreements
  • Internet of Things (loT)
  • Licensing Software and Technology
  • Mobile Apps (B2C and B2B)
  • Open Source Software
  • Outsourcing
  • Privacy Law
  • Protected Health Information (PHI)
  • Social Media and User Generated Content

RELATED EXPERIENCE

  • Served as lead outside counsel for Fortune 100® insurance company in an outsourcing arrangement with various vendor service providers for a new business and technology center, including drafting, negotiating, and closing complicated personnel co-location and IT services agreements and other related matters.
  • Worked with IT and legal counsel with the client to support and implement a major upgrade to and revision of business processes, including customer service activities, and impacts on new and existing vendor agreements for software, support, and facilities service.
  • Drafted Memorandum of Understanding memorializing the terms of a joint venture between three Fortune 100® companies for the creation of a task force to assist small technology businesses.
  • Advise on OSS issues, including Black Duck report analyses, and drafting required disclosures for OSS used in various mobile applications and installed in OEM and consumer devices, including use of digital rights management software, access to object and source code, allowable uses, effects of modifications, and applicable notices.
  • Advised, drafted, negotiated, and successfully closed master technology consulting and services agreements, complex contracts, SaaS/PaaS/IaaS and cloud services agreements, and collection, use and monetization of data and privacy law compliance for Fortune® 100 company.
LICENSING & TECHNOLOGY

Structure, negotiate and draft a wide variety of licenses, terms and agreements for creation, use and distribution of new and existing software and content for mobile apps, websites, cloud computing/IoT, social media and other uses of technology protected by patent, copyright, trademark and trade secrets laws, as well as End User License Agreements (EULAs) for distribution of mobile apps, joint development agreements, technology evaluation and test agreements, developer terms, and terms for licensing Application Programming Interfaces (APIs), and relevant terms for enforcement of licenses in bankruptcy under Section 365n.

OPEN SOURCE SOFTWARE

Represent and advise companies on open source software (OSS) issues relating to utilizing OSS in mobile apps and proprietary product offerings, acquisition of companies and product lines, product development, and integration of open source software in compliance with OSS license terms including obligations regarding use versus distribution of OSS.

COMPLEX TRANSACTIONS

Provide advice, negotiate and draft, and revise complex technology transactions including Master Services Agreements, Engagement Letters and Statements of Work, as well as cloud computing, SaaS and outsourcing agreements, and related Service Level Agreements (SLAs) and credits, governance and dispute resolution terms, reps and warranties, indemnities and limitations on liabilities, IP terms, audit provisions, and co-location of employees, for BPO and managed services out-sourcing arrangements and other complex arrangements, for companies in a wide range of industries from global container shipping logistics to financial services and consumer products.

DUE DILIGENCE

Conduct technology asset audits and due diligence reviews in support of corporate transactions, such as mergers, acquisitions, securitizations, and private offerings of equity and debt securities, regarding proprietary and third party licensed technology, and including key vendor agreements and use of open source software.

COMPLEX CONTRACTING
  1. Drafted and negotiated confidentiality and non-disclosure agreements, non-compete and non-solicitation agreements and IP-related provisions involving trade secrets, ownership of IP rights, scope of services, exclusivity of use, and indemnification in agreements involving technology, research, and development, advertising, and marketing, sponsorships, entertainment, employees and consultants, franchise distribution, media content, licensing, and joint ventures.
  2. Worked with IT and legal counsel at client to support and implement a major upgrade to and revision of business processes, including customer service activities, and impacts on new and existing vendor agreements for software, support and facilities service.
  3. Advised, negotiated, conducted diligence, drafted, and closed agreements related to software development, “Software-as-a-Service” and cloud computing, and licensing and support arrangements, including use of open source software and source code escrow, bankruptcy issues; master technology, software license, and development and consulting agreements, to run operations of various companies, from auto insurance to global container shipment logistics.
  4. Served as lead outside counsel for a Fortune 100 financial services company in an outsourcing arrangement with various vendor service providers for a new business and technology center, including negotiating, drafting and closing complicated personnel co‐location and IT services agreements, and advising on employment matters, contractual liability issues, and other related matters.
  5. Acted as lead counsel for a variety of matters for a U.S.-based manufacturer, including Master Supply Agreements for all parts purchased for development and manufacturing; Standard Purchase Order terms and conditions; Service Agreements for maintenance, testing, installations and certifications at multiple facilities; Voluntary Submissions under the Critical Infrastructure Information Act of 2002; Professional Services Agreements; RFQs/RFPs for various purchases and procurements; Bills of Sale for equipment and tooling; Commercial Lending Agreements; Entertainment and Travel Services Agreements; and Special Event Agreements.
LICENSING TECHNOLOGY
  1. Provided client counseling and technology licensing expertise, including complex transactions involving open source software, outbound licenses, cross licenses, OEM software licensing, litigation settlements, acquisitions, and joint development agreements.
  2. Provided advice and counsel regarding multi-million dollar software and technology licensing agreements for asset acquisition, including advice regarding risks and obligations related to ownership, indemnification, assignment, change of control, IP infringement, warranty, and limitation of liability provisions, for a global management consulting and technology services organization.
  3. Negotiated, drafted and closed license agreements for software development and distribution for web-based and mobile applications, including remotely hosted/cloud content.
  4. Review and draft terms for use of Software Development Kits (SDKs) and APIs, and distribution and use of resulting apps and programs by developers.
  5. Drafted legal disclaimers, terms and conditions of use and IP rights notices in connection with websites, user-generated content and mobile apps.
  6. Drafted terms of use, privacy policies, screen notices, license terms and disclaimers, terms regarding collection and use of personal data for client websites, software downloads, intranets, mobile apps, activities on social media sites and e-Commerce.
  7. Represented consulting company in the preparation of joint venture agreements, licensing agreements, and independent contractor agreements.
COMPLEX BPO OUTSOURCING
  1. Structured, negotiated and drafted global business process outsourcing development, installation and services agreements for large public companies in financial services, including for consumer credit card distribution, activation and processing.
DUE DILIGENCE
  1. Planned, managed, supervised, and completed information technology and related intellectual property due diligence on software and vendor agreements for insurers of a multi-billion dollar securitization of a global information services company.
  2. Evaluated legal risks and compliance for social media policies, as well as promotional games, sweepstakes, and contests.
OPEN SOURCE SOFTWARE
  1. For a global consumer electronics manufacturer, we advise on OSS issues, including Black Duck report analyses, and drafting required disclosures for OSS used in various mobile applications and installed in OEM and consumer devices, including use of digital rights management software, access to object and source code, allowable uses and effects of modifications and applicable notices.
  2. We review and revise OSS disclosure documents for updates to apps as well as software installed on devices, and review vendor-generated OSS disclosures and next steps for non-compliant vendor materials.
  3. For a Fortune 100 global consumer products company, we advise on and draft revisions and updates to their corporate Policy and Procedures for Use of Open Source Software, including legal issues related to use of specific OSS programs.
  4. For a Fortune 100 global financial services company, we updated their list of approved/unapproved OSS licenses and have advised on legal issues related to use of specific OSS programs and updates to their OSS Contribution Policy and Procedures.
  5. For a major US manufacturing company, we analyzed and advised on guidelines for disclosures required in consumer advertising that mention features of OpenSSL software.
  6. For a Fortune 100 financial services company, we advised on key terms of relevant OSS licenses, and provided a spread-sheet for easy reference and for review and approval/rejection of proposed use of OSS programs based on relevant license terms and acceptable risk levels.
DIGITAL DISPUTE RESOLUTION
  1. Managed, advised, and resolved disputes regarding online content, personal information, and copyright (under the DMCA, CDA, FTC Act, FTC Blog and Endorsement rules, COPPA and other laws and regulations), for global insurance, financial services, and e-Commerce companies.
SOURCE CODE AS TRADE SECRET
  1. Served as expert advisor to a NY State Supreme Court Justice providing findings and recommendations related to claims of trade secret misappropriation of source code.
Contact Us