Software development, licensing and services

Our attorneys handle complex technology contracts, information technology software contracts, web-based software and service contracts, and business transactions involving technology and e-commerce. We advise clients on legal issues arising from the acquisition and use of technology. We negotiate and prepare technology-related contracts and assist clients with technology disputes. Our team prepares, reviews and/or negotiates contracts for information technology outsourcing, business process outsourcing, offshore transactions, software as a service, cloud computing, software license and maintenance transactions, information technology consulting and development agreements, and open source.

Our practice is extensive with respect to copyright issues in software licensing, including dispute resolution when claims are made regarding use of software outside the scope of the license grant. We assist clients in software audits as part of corporate compliance programs and responding to allegations of copyright infringement by the Business Software Alliance (BSA), the Software & Information Industry Association (SIIA) and other trade industry and watchdog groups. We also assist clients in working out disputes and claims of copyright infringement.

Specific areas include:

  • Software development and licensing agreements
  • Software professional services agreements
  • Software maintenance and support agreements
  • Software intellectual property protection
  • Software OEM and VAR agreements
  • Source code escrows
  • Software compliance audits
  • Software as a Service (SAAS)

Our experience includes:

  • Assisted in developing and implementing information security platforms for entire networks, including developing internal privacy policies, negotiating network security agreements and technology contracts, reviewing and revising employee policies and procedures, and negotiating vendor contracts and business associate agreements.
  • Advised in technology services agreements involving the outsourcing of, or access to, clients' highly sensitive and regulated data to third parties including negotiating and preparing (i) appropriate use and security parameters and protocols, (ii) liability and risk allocation schemes for each party’s applicable use of our client's data, and (iii) response mechanisms in the event of security breach incidents.
  • Prepared and revised form agreements to be incorporated into clients' form agreement system.
  • Assisted with a comprehensive information technology acquisition strategy for a client, including development of a baseline information technology agreement for use with information technology vendors.
  • Advised clients regarding multiple contracts for the automation of centralized distribution warehouses, including software, hardware, equipment and consulting services contracts. The implementations were extremely important to these businesses, since they served to direct all products nationwide to their retail or end-customer locations.
  • Negotiated and prepared a wide range of technology agreements including licensing and assignment agreements; software development, hosting, SaaS and ASP agreements; asset purchase agreements; joint development agreements; and international software development and licensing agreements. We have assisted clients with outsourcing human resources functions, and reviewing and revising contracts between our clients and the service provider.