Technology Transactions

The Cloud has revolutionized the delivery and consumption of technology, as well as its further creation.  Practical advantages of the Cloud come, however, with additional sets of risk – such as privacy regulations, data and information security, uptime and service levels, broader and larger types of liabilities, linked additional terms and conditions, and termination and transition considerations.

We know and negotiate agreements with major Cloud providers, including SAP, Oracle, Amazon Web Services, Salesforce, and Workday.

Cloud-related services agreements and associated attachments that we regularly draft and negotiate:

• Software-as-a-Service (SaaS)
• Information security
• Data Privacy Addenda
• Internet-of-Things (IoT)
• Databases
• Service level agreements
• Hosting / Co-location
• Hardware
  • Telecommunications

Representative matters:

• Multi-year enterprise PaaS and SaaS subscriptions for a variety of clients transitioning from on-premises to Cloud solutions
• Oil and gas company’s IoT solutions for in-field machine monitoring
• Health care systems’ and hospitals’ cloud-based solutions
• Cloud-based enterprise order management solution for a national retailer

Vorys’ technology transaction attorneys identify compliance requirements and emerging legal issues in our clients’ eCommerce operations and advise on a myriad of practical and transactional-based methods to minimize risks – whether for internal company operations or external relationships with suppliers and customers.

As much as any transactional area, e-commerce demands an interdisciplinary approach – and Vorys’ technology transaction team works seamlessly with other Vorys attorneys to address shipping, inventory, sales and Uniform Commercial Code, tax and insurance issues.

eCommerce issues and agreements that we advise on and negotiate:

• Payment card processing and payment gateways
• Encryption, data security and data transfer
• Website and mobile app design and development
• Website hosting
• Website and mobile app privacy policies, terms of use and terms of service
• Electronic gift cards
• Online purchasing and supplier auctions
• Direct-to-consumer eCommerce platforms
• Consumer personalization
• Advertising and marketing agreements
• Online content sharing
• Distribution through mobile applications
• Online and mobile advertising networks
• Social networks

Representative matters:

• Structuring and negotiating multi-faceted website and mobile retailers’ sites, customer-facing experience, payment processing, inventory and shipments
• Tokenized payment authorization and settlement solution for international company
• Customer data platform and digital marketing personalization solutions for retail clients
• Cloud-based solution for managing and deploying influencer marketing campaigns

Technology outsourcing, development, implementation and consulting services initiatives are multi-faceted and often involve personnel throughout an enterprise, as well as a variety of contractors and vendors.

Our attorneys regularly structure arrangements for retailers, insurance companies, major utilities, health care providers and financial institutions, among others, that find it cost-effective to outsource their IT staffing, data processing, call-center services and record retention to third parties.

We help make sense of the complex flow of obligations and proprietary rights and assist our clients in understanding how technology-related services implicate intellectual property rights (including copyright, patent and trade secret) and the need to protect confidential information.

Vorys’ technology transaction attorneys are proficient at crafting agreements for software and systems development, consulting, implementation, integration and customization that are tailored to clients’ particular needs:

• For developers, providers and outsourcers, we prepare form and customized services agreements that minimize customer negotiations and potential liabilities
• For users, customers and buyers, we structure key incentives and remedies with milestones and testing procedures, identify critical specifications, and minimize the risk of run-away project costs

Agreements that we regularly draft and negotiate:

• Consulting
• Outsourcing
• Development
• Implementation
• Non-Disclosure / Confidentiality
• Disaster recovery and business continuity

We know and negotiate agreements with major providers, including Accenture and IBM.

Representative matters:

• National restaurant chain’s IT outsourcing of personnel and systems to major provider, with complex sets of inter-related transactional documents
• ERP and CRM implementations by dozens of manufacturers, retailers, and service industry clients
• Customer contact center outsourcing agreements for international retail clients
• Outsourcing of IT application build, run, test and maintenance services for Fortune 100 health care services company
• Start-up company developing and exploiting proprietary algorithms and assessment tools in the educational services field

Vorys’ technology transaction attorneys prepare and negotiate all types of licensing and distribution-reseller agreements, including for:

• Software, in all areas, including Enterprise Resource Planning (ERP) and Customer Relationship Management (CRM)
• Open source code
• Data and other content
• Mobile applications
• Application programming interfaces (APIs)
• Proprietary rights
• Maintenance and support
• Source-code escrow and recovery-as-a-service
• Distribution and sublicense rights

For both licensors and licensees, we craft, negotiate, and advise on:

• Enterprise license agreements
• End user license agreements
• SaaS agreements
• Data collection and sharing agreements
• Mobile app license agreements
• Reseller and distribution agreements
• Escrow agreements
• Open source-code compliance

Representative matters:

• Licensing of core financial services software for banks and credit unions in support of traditional operations and mobile banking
• Software companies’ forms for reseller and distribution and coordinating end user license agreements and related linked security and service level documents
• S. licensor of identity management solution in negotiating software license, implementation and support to major European banking institutions and manufacturing companies

Agreements and order forms regularly contain links to additional terms and conditions, which are binding, can change, and interrelate to other transactional documents.

Contracting is increasingly effectuated by on-line, click-to-agree and other methods of electronic assent.

Vorys’ technology transaction attorneys help evaluate, institute and prepare e-contracting processes and policies.

We advise on best practices and legal frameworks, including the Uniform Electronic Transactions Act (UETA) as adopted by the states and the Federal E-Sign Act.

We know and negotiate agreements with major platform providers, including DocuSign.

Vorys also advises on associated e-record retention obligations and policies.

Representative matters:

• Franchisor’s e-signature and e-records detailed contracting approval, guidelines and procedures utilizing different facets of an e-signature platform
• Banks with vendor platforms facilitating loan document execution and retention
• Policies and procedures for implementing platforms complying with e-signature and e-records laws, regulations and best practices for service industry, franchise and manufacturing clients