Technology & IP Transactions and Outsourcing

Licensing and Transactions

• Our team handles both complex and routine matters related to the development, use, licensing, and transfer of information technologies. We draft and negotiate substantial software license and development agreements, representing both licensors and licensees.
• We routinely draft and negotiate cloud computing and SaaS agreements, with a particular focus on issues that are uniquely critical in this context, including availability and backup of data, disaster recovery plans, service levels, data security and confidentiality concerns, and issues relating to access, use, and storage of personally identifiable information.
• We work with clients on the structuring and negotiation of third party service agreements, such as hosting agreements, colocation agreements, hardware and software support, and maintenance agreements, that are needed to run a company’s IT infrastructure. With experience working with Fortune 500 companies and start-ups, we regularly counsel clients on how to address, manage, and overcome risks associated with implementation and integration of new systems and services, including issues relating to transition of services, acceptance testing, system configuration, service level agreements, and termination assistance.
• We have handled “out-licensing” technology deals for non-manufacturing patent holders, such as universities. When appropriate, our attorneys counsel clients on exploiting technology through the formation of spin-off entities—complex arrangements requiring a depth of experience that few have mastered.
• Our lawyers' technical backgrounds give them insight into the pitfalls of intellectual property transactions and how to avoid them. Because we also have the perspective of scientists and engineers, we understand the technology and often recognize meaningful legal issues that other attorneys might not see.

Outsourcing

• Our team is well versed in analyzing, structuring, negotiating, and completing a wide variety of outsourcing transactions, such as information technology outsourcing (ITO), business process outsourcing (BPO), and software application development and management.
• We guide clients through all phases of the transaction, including identifying onshore, near-shore, and offshore options, analyzing marketplace conditions and situational risks, drafting RFPs and reviewing responses, vendor selection, and negotiation of contracts.
• We work seamlessly with lawyers in our employment and labor, privacy, regulatory, and tax practices, as well as other areas because outsourcing transactions regularly raise issues spanning distinct legal disciplines. Our team also coordinates with attorneys and agents around the world to efficiently and seamlessly execute our clients' business strategies.
• A number of our team members have experience dealing with India and its laws. Because a majority of the offshore outsourcing work is still being performed in India, this background provides unique value to our clients in understanding unstated cultural assumptions, avoiding miscommunications in negotiations, and helping clients bridge cross-border differences in business and social culture, language, geopolitical risk, logistical infrastructure, and dispute resolution processes in India.

Due Diligence

• Mergers and acquisitions require painstaking work by professionals with the skills and experience to determine which party holds ongoing ownership of patents, trademarks, and copyright protection. We regularly work with our firm's mergers and acquisitions lawyers on major equity and debt offerings, mergers and acquisitions transactions, and assist clients in evaluating intellectual property and IT issues.

Open Source

• We assist our clients in developing open source policies and strategies, and we routinely provide clients with open source software analyses to assess clients’ own software assets and the assets of potential acquisition targets.

E-commerce

• We counsel clients to help build and protect their online businesses, including assisting with domain name registrations, content and technology acquisition, drafting and negotiating website development agreements, hosting agreements, and establishment and maintenance of website policies.