Technology Transactions
We draft and negotiate information technology agreements. These include software licenses, SaaS and cloud computing agreements, domestic and foreign outsourcing contracts, IT distribution agreements (VAR, OEM), joint development agreements, data “licenses,” and IT professional services contracts, as well as sales of hardware, semiconductors, and semiconductor IP cores.
We also advise clients on the issues created by open source software licenses, particularly copyleft licenses. We have particular expertise crafting programs to determine appropriate use of copyleft software, avoid inappropriate use, and segregate viral-licensed software from other applications.
Internet & E-Commerce
We handle legal issues specific to e-commerce and the business of the Internet. These include data security, online trademark and copyright issues (fair use, etc.), and spam law. We negotiate and draft e-commerce contracts, including Internet collocation and hosting agreements, ISP terms of service, online service level agreements (SLA’s), acceptable use policies (AUP’s), and link-exchange agreements.
Trade Secrets & Other IP Advice
We advise clients on a wide variety of intellectual property issues. We have particular experience in setting up trade secrets programs – ensuring protection of secret sauces, R&D, business plans, and other sensitive information. We also help protect and maintain portfolios of other IP assets, including brands, designs, and new technologies.
Privacy
We counsel a wide range of companies about data privacy and security terms in commercial contracts. Our clients include cloud computing companies hosting third party data from around the world.
This is a volatile and rapidly evolving area, given the increasing (and inconsistent) array of potentially applicable laws, within and outside the United States (such as the California Consumer Privacy Act (CCPA) and other US State laws, the European Economic Area’s General Data Protection Regulation (GDPR), the United Kingdom’s post-Brexit data protection regime, to name just a few). We provide Health Insurance Portability and Accountability Act (HIPAA) business associate agreements (BAAs), and Gramm-Leach-Bliley Act (GLBA) advice for financial institutions and their vendors.
Big Data
We draft and negotiate licenses and other contracts related to big data. And we advise on rights and responsibilities related to data analytics and data “ownership,” including privacy, data security, copyrights, trade secrets, and anonymization.
Artificial Intelligence
We help both buyers and sellers navigate the unique contracting issues raised by artificial intelligence. Those issues include intellectual property, privacy, defamation, and discrimintion related to machine learning, particularly generative AI. And of course, we work on contracts for non-generative systems (“extractive AI”).
Our services related to AI include drafting standard terms of services (ToS) and other user agreements, negotiating contracts with suppliers and strategic allies, and advice on related related IP concerns.
Our founder, David Tollen, recently published a detailed article on drafting and negotiating AI-related contracts, available to the public without charge. Artificial Intelligence Contracts: An Issue-Spotter.
Training
Our founder, David Tollen, provides training on drafting and negotiating technology contracts. His programs are for contract managers, procurement officers, and other businesspeople, as well as for lawyers.
David offers those services through his separate company, Tech Contracts Academy, LLC. Please visit that company’s page on training to learn more.
Expert Witness
Our founder, David Tollen, serves as an expert witness and consultant in litigation related to software licenses and other information technology contracts. He addresses industry custom and practice surrounding software-as-a-service (SaaS) and other cloud computing agreements, e-commerce, data licensing, and data privacy.
Mr. Tollen offers credibility as a trainer of attorneys and businesspeople on IT contracting issues, as a Silicon Valley veteran, and as the author of the American Bar Association’s bestseller,
The Tech Contracts Handbook: Software Licenses, Cloud Computing Agreements, and Other IT Contracts for Lawyers and Businesspeople (ABA Publishing 2021). He also writes and speaks frequently on IT and IP law. (Please click here for a list of articles and speeches, as well as for further biographical information.) Finally, Mr. Tollen began his career litigating technology and intellectual property cases, so he has an unusual understanding of the process.