From whiteboard to signature, we know tech transactions.
Whether you’re…
…buying, selling, licensing, developing, manufacturing, servicing, processing, storing, marketing, distributing, OEMing, reselling, or otherwise commercializing products, services, data, or intellectual property…
…and whether you’re doing it on-premise, in the cloud, via brick-and-mortar, fablessly, autonomously, cryptographically, geosynchronously, in virtual reality, using a software-defined-something, on an open platform, assisted by machine learning, under a dual-licensing model, offshore, on the edge, as-a-service, in massive parallel, as an outsourced package, through the internet-of-things, using realtime raytracing, on the blockchain, in quantum superposition, or however else…
…your enterprise needs smart relationships to succeed.
We specialize in designing, drafting, negotiating, and providing strategic counsel on agreements that drive smart relationships.
- Our long experience advising companies ranging from startups to giants gives us sharp insight into how to mitigate hidden risks that can hinder future acquisitions and narrow exits.
- Our hands-on involvement in a vast array of technology industries allows us to readily translate complex and novel technical subject matter into the practical language of business.
- We deftly maneuver between the big picture and the small details — and never lose sight of one while working on the other.
- And we are excited by innovation: we actively seek the challenge of figuring out new business-legal constructs to enable the wildest new technologies. We are especially well-equipped to handle non-standard deals requiring some applied creativity, such as business pivots, post-merger integration of commercial operations, and the launch of novel technologies or business models.
Here’s some of what we do.
Intellectual Property Licensing.
Commercializing valuable intellectual property, from software code to hardware designs, from APIs to entire patent portfolios. We architect, draft, and negotiate license agreements covering the full spectrum of rights in technology, for both licensors and licensees, both in one-off arrangements and as part of programs.
For example…
- Software licenses
- Patent licenses/cross-licenses
- Technology licenses
- Data licenses
- IP consortium agreements
- IPR policies/license declarations for technical standards
End-Customer Contracts.
The basic building block of commercial innovation: selling your products or service offerings to the ultimate end-user. These single-tier agreements go by a dizzying variety of names. We negotiate single customer arrangements, create contract templates, and design playbooks.
For example…
- Sales agreements
- End-user license agreements
- Service agreements
- Subscription agreements
- Supply agreements
- Service level agreements
Integrator Customer & Channel Deals.
Selling your products or services to customers who will then push them further into the world, either standalone or as part of a larger system. The labels for these multi-tier agreements vary by industry, and negotiating them often involves asymmetric perceptions of bargaining power. We also handle arrangements with sales representatives and other channel partners who may or may not actually be in the distribution chain, but are nevertheless vital to your reach.
For example…
- Distributor agreements
- Reseller agreements
- OEM agreements
- VAR agreements
- System integrator agreements
- Subcontractor agreements
- License agreements
- Sales representative agreements
- Channel partner agreements
Supply-Chain and Critical Vendor Transactions.
Obtaining product, services, or intellectual property to use in your own business. These “inbound” agreements can include any of all of the arrangements above — but from the other side of the table. Negotiating an inbound agreement upon which your own business (and perhaps those of your downstream customers) rely requires attention to detail and good practical instincts for operational balance.
For example…
- Manufacturing and supply agreements
- ODM agreements
- Foundry services agreements
- Service partner agreements
- Sales agreements
- OEM-in agreements
- Inbound license agreements
Research & Development Arrangements.
Working with someone else to make something new. Given the inherent uncertainties of future development, setting the ground rules for these arrangements requires some careful forethought to avoid major problems later. We represent both developers and those who fund and engage them.
For example…
- Development agreements
- Joint development agreements
- Research agreements
- Collaboration agreements
- Engineering agreements
IP-Focused Mergers & Acquisitions.
Buying or selling technologies and their related businesses or business lines, whether part of the larger sale of a company or division or as a set of divested standalone assets. We work the IP and commercial aspects of these significant transactions, including not only IP and commercial due diligence and the related portions of the core deal document, but also ancillary operational agreements such as TSAs, forward- and grantback license agreements, and soforth. In our past, we have been the go-to IP advisors for prolific serial acquirers on the buy-side and vibrant emerging companies on the sell-side, and know what it takes to get deals done.
For example…
- IP/commercial aspects of company mergers, acquisitions, and divestitures
- IP asset purchases
- IP and commercial due diligence
- Transition service agreements
- Ancillary license agreements
Integration of Acquired Businesses.
So you’ve just acquired a business—now what? Post-merger integration professionals are excellent at defining and coordinating the right workstreams to set you up on Day One, poised at the starting line to realize your deal synergies.
We take it a step further by drilling down on the critical IP and commercial details that will determine how things go after that. How should our customer contract templates change to reflect the integrated business model? What does this do to our commercial risk model and IP strategy? What do we do with shared customers on legacy contracts? As commercial lawyers who have done a lot of M&A, we know how to translate the strategic M&A vision into the tangible nuts and bolts of commercial operations.
For example…
- Contract template adaptation
- Contract risk rebalancing
- Supply-chain/vendor renegotiations
- Impact analysis of acquired IP
- Assessment of new inbound IP dependencies
- Disclosure schedule mining and exploitation
- Post-closing due diligence followup
- TSA monitoring/management
Open-Source Licensing.
Open-source software has become a permanent feature of modern code development. But the license terms that govern this software often contain features alien to traditional proprietary software practices, some of which can have severe effects on your business if they are not handled properly. Whether it’s the GPL, LGPL, Apache, BSD, or other license, we provide legal-technical analysis and practical advice on the safe and compliant use of open-source software in your business. On the other hand, if you want to place your own products under an open-source license, we also can help you architect a pure open-source or dual-licensing strategy that works for your business model.
For example…
- Open source license analysis
- Open source compliance review
- Re-licensing analysis
- Copyleft matters
- Assessment of strategic risks unrelated to license compliance
- Outbound open source license selection
Joint Ventures & Strategic Collaborations.
Joining forces to enter the marketplace together. These complex arrangements go by many names and can involve a tailored mix of cross-licenses, IP contributions, funding commitments, rights matrices, and governance structures, often negotiated between seasoned companies with leverage who may already have a complicated relationship. Whether it’s a simple time-limited collaboration on a development project or a complex contractual joint venture, we excel at crafting strategic relationships that enable sophisticated enterprises to cooperate productively.
For example…
- Joint venture agreements
- Strategic alliances
- Technical collaborations
- Complex cross-license and development agreements
Sensitive Access Transactions.
Sometimes it becomes necessary to share something particularly sensitive, but you have concerns about the effectiveness of customary commercial controls. Maybe it’s crown-jewel technology with unusually broad future applications; maybe you have certain concerns about the parties with whom you’re entrusting the material.
These transactions tend to be unique and it’s hard to make generalizations about the form they take: could simply be a reinforced nondisclosure agreement, could be a special clause in a larger commercial arrangement, or could involve more exotic license and control instruments. Might not even rely on contractual protection at all. Whatever the case, we can help you think through the situation and craft a set of protective countermeasures that enable sharing and authorized use, while minimizing the possibility of leak-through or illicit repurposing.
For example…
- Special purpose NDAs and access control agreements
- Sensitive access strategic counseling