Cloud Computing & Infrastructure Outsourcing

• Represented cloud computing provider in Federal Trade Commission investigation under Section 5 of the FTC Act regarding security practices for mobile access to cloud computing service. Investigation closed.
• Represented a Fortune 100 manufacturer with the legal requirements and documents for its RFP for cloud computing services and a major data center.
• Represented a Fortune 100 company with its forms for acquiring IaaS services and the forms for outsourcing its employee and benefits data.
• Represented an aerospace and manufacturing company in procuring IaaS services from International Business Machines (IBM).
• Assisted with the preparation and negotiation of various agreements related to providing cloud enablement services including customer agreements, onboarding agreements, reseller and OEM agreements, service terms, privacy policy, and acceptable use policy.
• Represented Georgeson Inc. in its strategic alliance agreement with TSX Inc. covering the development and operation of, and subscription sales to a SaaS company data delivery platform.
• Represented a developer and manufacturer of aerospace and defense industry communications, electronics, and navigation technologies, in a seven-year outsourcing of its global information technology infrastructure and data center operations, help desk and desktop support.
• Advised cloud computing service providers on contract provisions relating to HIPAA privacy and security.
• Represented a national retailer in an infrastructure service arrangement with a nearshore IT provider.
• Representing airlines in connection with the renegotiation of global distribution agreements with major global distribution systems providers.
• Represented a heavy equipment and trucks manufacturer in the structuring and negotiation of a seven-year information technology infrastructure outsourcing agreement including help desk support, data center relocation, server and storage management, physical database support, and the utilization of the vendor’s server and storage technology for its operations in the United States, Mexico, and Canada with the option to expand the relationship for full global coverage.
• Represented a publicly traded clothing, footwear, sportswear, and equipment supplier in two simultaneous and interconnected outsourcing transactions with two separate vendors – one for global information technology infrastructure and data center operations and the other for global help desk and desktop support.
• Represented a leading patent search software company in SaaS deal with JPMorgan Chase.
• Represented a global music company in simultaneous transactions for its U.S. and European divisions with respect to the outsourcing of advanced financial and accounting functions including royalty processing and related functions.
• Represented large, public software, services, and devices company in preparation and negotiation of various vendor agreements in connection with the development of its infrastructure technology networks.
• Represented a group of major hotel companies in structuring and developing a joint venture for internet distribution of hotel reservations to compete with other internet travel retailers.

Commercial Contracts

• Represented a developer of automation tools that support IT regulatory compliance efforts in commercial contract negotiations and product counsel matters.
• Represented internationally recognized iOS app developer in development, licensing, and content distribution negotiations with 6-time Grammy winner and Academy Award nominated musician.
• Represented Unified Compliance Framework / Network Frontiers, LLC in data structuring, product development, fair use, and trademark and IP protection issues.
• Represented large, public software, services, and devices company in preparation and negotiation of OEM and reseller agreements in connection with the launch of its retail operations.
• Represented a multinational technology company in its contract negotiation with a leading insurance provider to develop TensorFlow models that will enable the insurance provider to use the technology company’s neural net-based machine learning platform to review photos of damaged cars to calculate loss after an accident.
• Drafted and negotiated mobile banking agreements with two leading mobile banking software application developers and multiple financial institutions on behalf of national wireless carrier.
• Assist various software and content companies with the outbound licensing and distribution of software and digital content.
• Represented an augmented reality company in development, licensing, and content distribution negotiations with several major film studios.
• Represented a Latin American social media company in a strategic partnership arrangement with one of Latin America’s largest media content companies.
• Represented social entertainment services company in wireless content distribution agreement negotiations with Electronic Arts.
• Represented online residential real estate site in licensing and content distribution negotiations with various publishers.
• Represented e-book and digital content distribution company in distribution and agency agreement negotiations with HarperCollins.
• Represented Cargill in its renegotiation of SAP development, licensing, and implementation services transaction for a customized global ERP system.
• Represented a Fortune 100 company with its forms for acquiring IaaS services and the forms for outsourcing its employee and benefits data.
• Assisted large corporation in responding to software audit and negotiating favorable settlement.
• Drafted and negotiated software license and development agreements for a wireless telecommunications provider for the development of telecommunications systems applications.
• Represented Cargill in its renegotiation of SAP development, licensing, and implementation services transaction for a customized global ERP system.
• Represented an online entertainment news company in online content distribution and advertising negotiations with Hubert Burda Media (one of Europe's largest publishers).
• Represented large, public internet travel company in preparation of form online clickthrough agreement in connection with hotel management supply system, as well as supply agreements with strategic partners.
• Represented a software company in connection with agreements for co-development and marketing of new software products.
• Drafted HIPAA compliant authorizations to be electronically executed for patient advocates.
• Represented plan sponsors in negotiating HIPAA business associate agreements, including in response to the HITECH Act.

Mergers & Acquisitions

• Represented Wirecard AG, a global payment company, in its definitive agreement to acquire Citi Prepaid Card Services to extend Wirecard’s global presence into the North American market.
• Represented Simple, a bank services provider that combines innovative technology, user experience, and expertise in behavioral economics to help customers spend smarter and save more, in its acquisition by BBVA, a customer-centric global financial services group. Simple will continue to operate as an independent business in parallel with BBVA’s U.S. banking operations, BBVA Compass Bancshares, Inc.
• Represented Outerwall Inc. in its acquisition of Travelex Money Transfer Ltd.
• Represented Prime Focus Technologies, a leading provider of cloud platform technology to the media content production industry, in its $20 million acquisition of DAX Cloud, a leading provider of cloud services to the media content production industry.
• Represented Redbox in its joint venture with Verizon to form Verizon and Redbox Digital Entertainment Services
• Represented The Coffee Equipment Company in its sale to Starbucks Corporation.
• Represented Coinstar in its acquisition of Travelex Money Transfer, Ltd.
• Represented TreeHugger Inc. in its acquisition by Discovery Networks.
• Represented Captaris, Inc. in its $131 million sale to Open Text Inc.
• Represented Satori Software Inc. in the sale of its U.S. and U.K. assets.
• Represented Cranium, Inc. in its acquisition by Hasbro Inc.
• Represented Microsoft in its acquisitions of Mojang (Minecraft), Inmage Systems, Pando Networks Inc., StorSimple Inc., Perceptive Pixel, Twisted Pixel Games, and VideoSurf, among others.
• Represented Microsoft in its acquisition of the identity management assets of Bhold Company B.V.
• Represented Microsoft in its sales of its interest in the MSNBC website to Comcast Corporation.
• Represented Newsvine Inc. in its sale to MSNBC Interactive, LLC.
• Represented game company Pixelberry Studios in its sale to Nexon.
• Represented Medidata as special technology counsel in its acquisition of Intelemage.
• Represented M/A-COM Technology Solutions in its acquisition of Mindspeed.
• Represented Ericsson Inc. in its acquisitions of Fabrix Systems, Optimi Corporation, and InCode Telecom Group.
• Represented OmniVere in its acquisition of Kiersted Systems.
• Represented McAfee in its acquisition of Citadel Software.
• Represented Rubicon Technology Management, LLC in its acquisitions of Tell Solutions, Enersight, and Small World Labs.
• Represented Cloudant, Inc. in its acquisition by International Business Machines Corporation.

Open Source

• Advising cryptocurrency companies regarding how best to integrate their proprietary offerings within an open source framework.
• Advising clients on appropriate compliance measures and remediation for various copy left licenses.
• Represented Expedia in development and implementation of internal OSS use policy.
• Represented numerous software companies in preparation of open source policies, guidelines and best practices.
• Represent international defense contractor in bankruptcy case of sole source supplier of components for the contractor’s unmanned aerial vehicles, including protecting rights as licensee, obtaining return of property, impact of asset sale, and creditor issues.
• Advised FCC-licensed equipment manufacturers on Open Internet rules and related litigation.*
• Represented Box, Inc. in connection with open source contract matters in numerous acquisitions.
• Advised Craigslist on its use of open source software and participation in various open source projects; analyze and advise on open source licensing models for database licensing.
• Represented Afero in review of open source use and compliance with related terms.
• Represented StrongLoop, a provider of an open-source backend platform for mobile application that enables users to connect multiple data sources, in its acquisition by International Business Machines (IBM).
• Represented Glympse in the license of its real-time location-sharing technology to Garmin, to enable Garmin to implement one or more Glympse APIs within various Glympse applications.
• Represented Take 2 Interactive in development and implementation of internal OSS use policy.
• Represented Ritchie Brothers in connection with open source matters related to its acquisition of AssetNation.

Product Counsel

• Represented a global social media platform in its development and launch of a personal digital assistant messaging program.
• Represented a wearables company in connection with negotiation of supplier agreements related to hardware and software component integration within wearable products.
• Represented a multinational internet search company in technology transaction matters related to the development of its autonomous vehicle.
• Represented one of the leading home appliance companies in the world as product counsel in connection with IoT-related privacy and data security matters.
• Represented a global specialty retailer that provides women's apparel and beauty products in privacy and security matters related to analytics obtained through IoT devices.
• Represented a wearables company in the integration of its technology with the technology of an acquired entity.
• Advised one of the world’s largest talent agencies as product counsel in connection with data collection and use via wearable technologies at its annual fashion shows and other events.
• Assisted virtual property trading platform company with regulatory compliance related to electronic payment systems and real money transactions.
• Assisted with the preparation and negotiation of various agreements related to providing cloud enablement services, including customer agreements, onboarding agreements, reseller and OEM agreements, service terms, privacy policy and acceptable use policy. Also coordinated and assisted with launch of new product and user interface.
• Assisted various software and content companies with the outbound licensing and distribution of software and digital content.
• Provide assistance to online service providers regarding subscription services and online recurring payment authorizations and disclosures under state and federal continuous offer, auto renewal, and recurring payment laws and regulations and payment association rules.
• Represented a company the creates ways to share extreme sports experiences as product counsel in its research, development and launch of a camera that livestreams activities to the Internet.
• Represented a multinational internet-related products and services company as product counsel in connection with various eyewear and audio wearable devices.
• Advised a global social media platform on compliance with numerous regulations in connection with a personal digital assistant messaging program.
• Assisted Outdoor Voices in negotiating agreements to reconfigure its front-end e-commerce solution and back-end point-of-sale and inventory management systems.