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Computer Hardware & Software Agreements
Intellectual Property
Technology & Employees
Internet & E-Commerce
Outsourcing
Mark Grossman and associates have extensive experience representing both buyers and sellers of technology-related goods and services.
If you are on the buying side:
Technology purchases are often the most costly investments businesses make, but they can also be the area in which corporate decision makers often have the least amount of knowledge.
Mark Grossman and associates are experienced in advising companies starting with the computer hardware and software procurement process and continuing throughout the life of the purchase. Your technology lawyer should help turn standard one-sided vendor forms to your advantage through strong negotiations and years of legitimate experience in such transactions. Do not rely on your vendor—he is using standard forms slanted in his favor. All contracts are negotiable.
As a purchaser, you need expertise working on your side to help you answer a variety of questions that arise when you purchase new computer equipment and software systems. For example:
- Should we use a Request for Proposal (RFP)?
- How will we define performance standards our vendors must meet?
- How can we get strong warranties working in your favor if our vendor fails to meet the negotiated standards?
- Should we require the escrow of our source code, and what type of verification should be we require?
- And many others.
If you are on the selling side:
If you are on the selling side of the equation, you also need expert counsel to help insure that your agreement properly sets forth the applicable performance standards, acceptance testing criteria, warranties, indemnification, limitation of liability and other items essential to your agreement. Your agreement should protect you. We can help.
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Mark Grossman and associates have extensive experience in trade secret protection, civil enforcement of trademark and service marks, enforcement of customized software agreements, domain name disputes, and other intellectual property issues specifically related to technology and the Internet. Your intellectual property rights will vary based upon the contract you establish at the beginning of your business relationship. Working with experienced technology attorneys is vital to protect your intellectual property.
Mark Grossman and associates offer clients a variety of intellectual property services including:
- Registration of trademarks
- Battling domain name disputes
- Cybersquatter issues
- Intellectual property audits
Our technology attorneys can help your business answer an essential set of questions relating to your intellectual property: Who really owns the rights to your property (you might be surprised)? Have you adequately protected it? Do your rights allow you to exploit your intellectual property effectively and profitably? Finally, do the intellectual property rights you are asserting present a risk of litigation?
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The use of technology in business has forever altered the workplace and added a new level of complexity to employer-employee relationship.
Your company needs to answer a variety of questions relating to the use of your technology by your employees:
- Do we have an Acceptable Use Policy relating to the use of our computer network and your Internet connection?
- What is our e-mail policy?
- Will our company monitor employee usage of these technology resources, and what level of monitoring is appropriate?
- How can we find a balance between security and causing a civil war amongst our employees?
- Our technology attorneys help companies wade through these difficult legal questions and develop effective policies and procedures that work for business and work for employees.
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While the technology bubble of the late ‘90s has burst the Internet still offers a world of fantastic opportunity to today’s business. Our technology attorneys help companies handle a variety of legal issues unique to conducting business online as they mesh with more traditional areas of law such as contracts and governmental regulation. Our attorneys have years of experience working with clients on a variety of Internet & e-commerce related legal issues including online transactions and contracts, licensing agreements, CAN-SPAM compliance, privacy issues, clickwrap, browsewrap, and webwrap agreements.
Companies looking to take advantage of the worldwide markets and opportunities offered by doing business online can run into trouble from day one without the guidance and counsel of an attorney experienced in these kinds of transactions. For example, your company’s website can be a legal nightmare. Our attorneys can conduct a website audit for your company that will identify potential risks and they can help you devise a legal compliance strategy taking into account where you do business and your level of acceptable risk. Some risk is inevitable since many of the issues addressed by a website audit lead only to gray answers. A website opens your business up to the world and its multitude of confusing and conflicting laws and regulations. Complying with all of them may prove impossible and “mainstream compliance” may be your company’s best option.
Even the simple act of hiring someone to build your website can trap the unwary. Without a written agreement your company could find itself paying for a website it does not own. Care is also needed to ensure your company does not lose your valuable domain name through mistake or fraud. If your company has a valuable or questionable domain name, our attorneys can help your company by explaining your rights and potential risks, and handling domain name disputes.
Your website should enhance your company’s image and business-not create legal problems.
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If your business is considering outsourcing technology to another company you will need the help of our technology attorneys to get things right the first time. Outsourcing today’s technologies is very complicated and businesses should involve experienced technology attorneys early in the process. You do not want the cost of your education to be a failed project.
Including a technology attorney as part of your outsoucing team early can help increase efficiency and improve service while saving money. Our attorneys have years of experience in the art of negotiating outsourcing contracts and driving the process for the benefit of our clients. We understand the norms of the industry and have the experience to focus on the parts of the deal that will matter to your business.
A quick list of some of the vital terms and clauses in outsourcing agreements your technology attorney can help you negotiate can be a little overwhelming:
- Service Level Agreements — Should state who does and who owns what. We want clarity, clarity, clarity and objective standards when possible. Compensation does not replace lost business.
- Limitation of Liability — Tailor the limits to your advantage. This is negotiable!
- Non-Competition — You do not want the company handling your technology outsourcing to go into business as your competitor.
- Performance Testing — Contracts should provide pre-acceptance standards, require realistic tests of time to complete particular operations, and specify process for troubleshooting and revision if failure occurs.
- Acceptance Testing — Set a realistic schedule with a set number of test, modification and approval periods, a final acceptance conditioned on testing, and a final completion date.
- Change — Change is the norm in today’s business world and your agreements need to be flexible enough to adapt.
- Scope Creep — Avoid insidious growth or change in projects. Typically involves adding or modifying features as a project evolves.
- Warranties — Things should work in substantial conformance to the contract, but you can also leave open the possibility of modification and what happens when unanticipated complications occur.
- Escalation — Define levels of severity of problems and time frames to resolve the issue our bounce up the escalation chain.
- Indemnification — When failures arise your contract needs to identify who has liability for errors and damage. A lack of an indemnification provision almost ensures litigation.
- Exit Strategy — Determine the who, what, when, where, and why’s of terminating an outsourcing contract.
Your outsourcing team should include a technology attorney who can level the playing field when it comes time to draft and review requests for proposal, negotiate your outsourcing contracts, and help properly manage your outsourcing relationships. Properly drafted agreements can give both sides a guideline to measure performance, eliminate the “Blame Game” and form a strong foundation for an ongoing working relationship.
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| Upcoming Events |
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October 4, 2010
San Francisco, CA
The Art and Science of Negotiating Cloud Computing, SasS and Technology Deals
Sponsored by Ingram Micro
www.ingrammicro.com
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October 13-14, 2010
New York, NY
Global Sourcing Forum
More information on Mark's topics to follow.
If you would like to attend please contact Tate Stickles at Tstickles@eComputerLaw.com
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November 10, 2010
New York, NY
What You Need to Know to Successfully Negotiate A Telecom Deal With A Major Carrier
Co-sponsored by Tangoe, Inc.
www.tangoe.com
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January 19, 2011
New York, NY
Negotiating Cloud Computing and Other Tech Deals
Joint seminar with Joel Greenwald, Greenwald Doherty, LLP
If you would like to attend please contact Tate Stickles at Tstickles@eComputerLaw.com
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