Ownership and Use Rights

We counsel clients on matters regarding the licensing, sales, and acquisition of software and technology-related intellectual property. This can involve the following:

  • Preparation of end-user software license agreements for consumer and business end-users
  • Negotiation of mission-critical software license agreements on behalf of both licensors and licensees
  • Drafting and negotiation of joint ventures and strategic alliances involving exploitation of proprietary technology and intellectual property
  • Advice on source code and other escrow arrangements for licensors, licensees, and escrow agents

Internet and Electronic Transfers

Our attorneys advise both service providers (ISPs, site developers, and site hosts) and users of Internet services, on the following:

  • Web site development and hosting agreements
  • Development and hosting of e-commerce Internet sites to facilitate sales and marketing of client businesses, including software products and financial services
  • Electronic publishing
  • Internet privacy policies and terms and conditions "of use" of web sites
  • Internet-related litigation including libel, invasion of privacy, and constitutional issues
  • The effect of local, state, and federal tax laws on Internet-based transactions

General Corporate Representation

Our attorneys regularly advise information technology clients on issues related to the following:

  • Type of entity considerations such as tax, organizational flexibility and control, market/investor expectations and officer/employee compensation
  • Business plans and exit strategies, whether the client is operating the company indefinitely, selling it, using it as a platform to acquire other companies, or taking it public
  • Control issues including equity holdings of the founding stockholders and employees, composition of the board of directors or managers, and stockholder agreements
  • Capital structure and capital raising regarding securities laws and other legal considerations involved in capital-raising transactions, the terms of equity issuances, and the rights and obligations of investors and management
  • Employee benefits, such as stock option and related qualified and non-qualified employee benefit plans, and related tax consequences
  • Employment matters including employment and non-competition agreements, confidentiality and intellectual property agreements, employee policy manuals, and other employment-related issues

Protection of Intellectual Property Rights

Our attorneys provide advice and guidance in the ownership and protection of proprietary rights in software, hardware, publications, and other forms of intellectual property, including:

  • Prosecuting patent applications and trademark and copyright applications
  • Protection of trade secrets and other confidential information
  • Employee confidentiality and assignment of invention obligations
  • Patent, copyright, and trademark dispute resolution, including litigation, arbitration, and mediation