Our Services

Open Source Software Counseling

Our free and open source software practice (FOSS or OSS) has extensive experience in solving complex open source problems and guiding in-house and business teams through potential issues arising from identifiable open source risks. We engage in open source license conflict analysis, software pedigree review and software license compliance audits. We develop internal open source policies and procedures, and counsel clients on best practices pertaining to usage and documentation of open source software. When risks are identified, we provide solutions designed to mitigate risk and enable efficient business operations, whether that includes structuring and overseeing clean room development, dual licensing, or other creative solutions.

M&A Deals

We have extensive experience working closely with corporate/M&A deal teams, restructuring teams and tax groups to provide key advice on all technology and IP aspects of public and private corporate transactions. Such transactions include mergers and acquisitions, spin-offs, divestitures, joint ventures, financings, and restructurings. Our work includes all aspects of technology and IP due diligence, including analyzing and advising on IP litigation risks, open source risk, IP ownership and title, data privacy exposure and other risks that may affect investment value.We also frequently negotiate toe-to-toe with the most sophisticated deal counsel in the world on investment and purchase documents, and other pertinent deal documents.

Technology and Intellectual Property Deals

We lead negotiations and structure many types of transactions driven by innovation or technological opportunities. These include licenses, outsourcing, collaborations, research and development arrangements, joint ventures, strategic alliances, technology transfer, supply chain agreements, marketing, VAR, OEM and distribution arrangements, and other commercial agreements. We handle such agreements across a broad spectrum of technologies and industries.

Because we handle a large number and variety of transactions, we have our pulse on “market” conditions in these deals, the contract provisions reflecting those conditions, and counsel clients through such issues in a manner that empowers clients to make well-informed business decisions and get deals done that build their businesses. We understand and guide clients through strategic decisions associated with system implementation and configuration, acceptance testing, service level agreements, and other areas of exposure.
We focus on both the “big picture” and the key details and nuances necessary to structure transactions to meet both short-term goals and long-term growth objectives, whether the deal involves new sourcing, software and data licensing, enhancing or replacing existing infrastructure assets, or strategic ventures.

Data Privacy Counseling

We understand that data is a key part of nearly every business in today’s environment, and that there are a wealth of laws and best practices that govern the gathering, storage, use and transfer of that data. We understand these tensions and the rapidly evolving laws and standards pertaining to them, and provide cutting-edge advice pertaining to regulatory compliance, data governance and storage and knowledge management.

We work with businesses to analyze and evaluate every aspect of their data gathering, analytics, and data management processes to ensure compliance with applicable governing laws. Our experience has included analyzing and providing advice and written policies and agreements pertaining to state biometric laws, the Children’s Online Privacy Protection Act (COPPA), the Telephone Consumer Protection Act (TCPA), and other statutes applicable to evolving issues in data security and privacy.

Representative Matters

Here is a representative set of just some of the matters we have handled for our clients:

The $2 billion software as a service (SaaS) engagement by a major e-commerce provider of a major CRM solutions provider
The $30 million outsourcing of IT managed services by a major sustainable technology services company
The $10 million technology investment and operational engagement of a digital advertising company by a major advertising and media company
The outsourcing of software development and support services by various technology companies

Advise large railroad company regarding state biometric laws, and draft policies and internal agreements pertaining to the same
In-depth analysis of open source software licenses proposed to be used in a new major technology product by a global e-commerce provider
Counseling pertaining to establishment of open source software policies and procedures, and drafting of the same, for a mid-size software company
Analysis of a large portfolio of inbound and outbound trademark license agreements in connection with a private equity company’s acquisition of a custom automotive wheels company

The in-licensing of various sets of data used by a multinational investment company
The engagement of a specialized ERP system for a national physical therapy company
Drafting privacy and security policies for websites of numerous clients in various different industries, including policies for complex, e-commerce-enabled websites
IP and technology diligence and agreement negotiation for the carve-out acquisition of a major footwear brand by a private equity buyer