Overview
Every business – of every size and in every industry – acquires and uses technology products and services by means of contracts. Vorys’ technology transactions team represents clients in the full range of strategic planning, commercialization, policy creation, form-contract development and complex contractual negotiations for existing and evolving new technology products, services and delivery models.
Who We Represent
We work with key technology providers and customers across a wide array of industries, know the relevant tools and applications, and help clients protect their proprietary and data assets – all while exploiting the innovations driven by Cloud platforms, eCommerce data analytics and other new and emerging technologies.
Vorys has substantial experience working on technology-related deals in the retail, manufacturing, health care and financial services sectors, but we assist clients in all industries and on both the provider-side and the customer-side of technology transactions.
Our 360-Degree Approach
We guide the full spectrum of companies – from emerging start-ups to mature businesses – in navigating through evolving technology trends and terminology, protecting their intellectual property, realizing returns on their technology systems and outsourcing investments, and obtaining quality development and implementation services.
Through our decades of experience working on technology transactions, Vorys understands that all new technology systems, products and services are inter-related to other existing and future ones – and also inter-related to other facets of a company’s business. We keep that in mind on each matter we work on, regardless of size, and help guard against unforeseen pitfalls by identifying inter-dependencies and properly allocating associated risks and responsibilities.
Vorys’ technology transaction lawyers work seamlessly with other Vorys practice groups to meet the demands of our increasingly technology-based world and its impact on regulatory compliance. Our teams work collaboratively to integrate necessary expertise and disciplines, such as corporate, finance, human resources and tax – in a cost-effective and efficient manner.
Key Areas of Focus
Cloud Services
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
eCommerce
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
Outsourcing, Development and Consulting Services
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
Licensing and Distribution
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
Electronic Contracting and Signatures
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
