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Technology Transactions

OEM/Reseller/Outsourcing Agreements

  • Represented software company in preparation and negotiation of OEM and License Agreement with startup technology company founded by departing founder of client.
  • Represented mobile platform solution provider for Pocket PC devices in transactions with SAP AG for OEM distribution through SAP sales channels, transaction involved negotiation in Germany at SAP’s headquarters with client’s CEO.
  • Prepared OEM and services agreement with i2 Technologies to include client’s billing application in i2 Technologies’ software solution.
  • Prepared and negotiated reseller agreement with WebMethods for client that provides messaging and content services.
  • Represented wireless application provider in exclusive license arrangement with application service provider for the multi-dwelling market.
  • Prepared ASP Reseller Agreement for a leading provider of integrated, web-based sales and services automation for the health and life insurance industries.
  • Prepared and negotiated $16 million outsourcing agreement for transaction processing company in the financial services industry.

Intellectual Property and Technology Assessment

  • Represented risk management company in due diligence review of intellectual property rights of winding down venture backed licensor related to software asset for purposes of providing client clearance for use of source code for maintenance purposes. Conducted all due diligence review with CIO of insurance company and prepared summary report for review of CIO and CEO of insurance company.
  • Prepared revisions to operations and intellectual property sections of private placement memorandum (PPM); prepared PPM risk factors related to operations and intellectual property issues.

Utility Agreements

  • Represented Atlantic Station, LLC, master developer of 144 acre development in mid-town Atlanta, in preparation and negotiation of Access Agreements and Utility Easement Agreements committing BellSouth and Comcast to the placement of network infrastructure at development.
  • Prepared and negotiated right-of-entry agreements for client who is a private cable operator.
  • Prepared and negotiated agreement for formation of joint venture with wholly-owned subsidiary of railroad that leases conduit to telecommunications companies.
  • Prepared and negotiated agreements for satellite transport, set-top box programming and television programming services for client who is a private cable operator.

Form Agreements

  • Prepared dealer agreement and end user agreements for sale of subscriptions for wireless location tracking services.
  • Developed new forms for client in the EDI/messaging business for the forest products and hardlines industry to enable electronic contracting procedures.
  • Developed suite of form agreements for provider of Trading technology and services for the retail brokerage industry, which included retail broker subscriber agreements, individual trader subscriber agreements, and market data feed agreements.

License Agreements

  • Negotiated license agreement for Ariba Buyer and Sourcing products on behalf of client’s members.
  • Prepared agreements for document translation services to automate purchase order exchange among client’s members.
  • Review, edit, and negotiate software license agreement with Charles Schwab & Co., Inc. on behalf of a leading provider of integrated software solutions for the retirement plan industry.

Export Compliance

  • Represented software and service companies in export compliance review and verification of export control classification number verification (ECCN).

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HIGHLIGHTS:

  • Prepared and negotiated reseller agreement with WebMethods for client that provides messaging and content services.
  • Represented wireless application provider in exclusive license arrangement with application service provider for the multi-dwelling market.
  • Shareholder Agreements and Voting Trusts – Prepared shareholder agreements for numerous private companies to address control and dissolution issues, including buy-sell, death and disability, withdrawal and deadlock of shareholders.