Technology

Tax

Employment

Corporate

Real Estate

International

Privacy

Technology

Paradigm Counsel represents and advises clients on a broad array of technology matters, including transactions, licensing, sales, user agreements, open source, privacy and outsourcing. Years of private and in-house practice give our attorneys an excellent understanding of our clients’ business needs.

User Agreements and Licenses

Whether it is a click through agreement for a cloud service or the fine print on the package insert for a smart device, businesses seek to create binding contracts for their services and products.

  • Online Terms of Use and Terms of Service
  • Mobile Terms of Use and Terms of Service
  • End User License Agreements
  • Terms for SaaS and hosted services
  • API, content or data stream licenses
  • Acceptable-use policies as to employees and others granted network access
  • Blogging and Social Media Policies as to employees engaging in blogging and social media
  • Contest and Sweepstakes rules
  • Developers’ Agreements

Licensing, Sales, Distribution and Outsourcing

The world of technology encompasses many relationships and an endless variety of agreements and arrangements between participants. Companies or their assets are bought and sold, products and services are delivered through multiple channels and tiers, competitors cooperate and compete and new models for business are being developed every day.

Licensing

  • In-bound and outbound software licenses
  • Cloud or SaaS agreements
  • End User License Agreements (“EULAs”)
  • Terms of Service/ Use
  • Content and music licenses
  • Patent, trademark, trade secret and copyright licensing
  • Patent pooling agreements
  • Technology licenses
  • Strategic alliances and joint ventures with intellectual property ownership allocations
  • University licensing
  • Standards bodies agreements
  • Telecommunication agreements

Distribution

  • Reseller, distributor, VAR, VAD and OEM agreements
  • Online and offline distribution agreements
  • App Store agreements
  • Music and multi-media agreements, including content aggregation agreements
  • Patent pooling agreements; marketing agreements
  • Linking and advertising agreements
  • Insertion orders and various agreements around monetization of content with advertisers, content providers, mobile operators and platform vendors
  • National and international sales agreements

Outsourcing – Manufacturing and Development

  • Hardware development and manufacturing
  • Software development
  • Labor pools for telephone sales services
  • Labor pools for remote technology support
  • Outsourcing and manufacturing agreements
  • Professional services and subcontractor agreements for vendors, suppliers and purchasers
  • Cooperative and joint development arrangements
  • Handset development agreements

Sales

  • Sales representative agreements
  • Referral fee agreements
  • Commission agreements and plans
  • Hardware sales agreements
  • In-house sales training
  • Purchase Order Terms

Open Source

Nearly every technology company in the world today uses open source software in one form or another. For companies that create software and technology products, whether on-premises, in the cloud or embedded in hardware, knowledge of open source licensing is critical.

  • Advise client on dual licensing models
  • Open source diligence and analysis for mergers, acquisitions and financings
  • Open source audits, risk analysis and remediation
  • Preparation of open source policies and procedures manuals
  • Open source license agreements
  • In-house training on use and risks of open source
  • Open source projects
  • Contributor agreements
  • Advise and draft outsourcing and professional service agreements where open source code will be used
  • Analysis of Black Duck and Palamida reports

Tax

Paradigm Counsel’s tax practice takes an integrated approach towards planning and execution, considering the tax, legal, and business goals of our clients. Our tax attorneys work closely with the attorneys in our other practice areas in order to design and implement refined, tailored solutions to meet our clients’ needs.

M&A Support

We help devise and implement tax strategies for mergers and acquisitions to help ensure all corporate and tax implications are comprehensively addressed. We provide assistance drafting and reviewing transaction documentation so potential tax risks are avoided, including consulting on the applicability of – tax-free reorganization rules, issues specific to S corporations and LLCs, golden parachute rules and exemption therefrom (280G), rules that limit the use of net operating losses (NOLs), qualified small business stock rules (QSBS), and deferred compensation rules (409A). We also assist clients with negotiating the tax provisions of the definitive agreements, tax and legal due diligence for acquirers and sellers, and post-acquisition matters.

Corporate and Partnership Tax; Fund Formation

We advise corporations, partnerships, and limited liability companies with respect to formation, operation and liquidation.  We advise corporate clients with respect to a variety of transactions for both subchapter C and subchapter S corporations, such as mergers, acquisitions, dispositions, financings, reorganizations, corporate divisions, redemptions and liquidations.  We also assist with drafting complex partnership agreements, LLC operating agreements, and other joint venture-type agreements, frequently involving the inclusion of special allocations and other unique tax provisions to effectuate the objectives of our clients.  We advise fund sponsors on all matters relating to fund formation.

Equity Compensation

We help strategize and implement the best compensation plans for our clients. This includes analysis and planning for stock option grants, issuances of restricted stock, phantom equity grants, and profits interest grants.  In connection with these recommendations, we advise with respect to the applicability of withholding tax rules and avoiding certain excise tax regimes, including those for excess parachute payments under Code Section 280G and deferred compensation under Code Section 409A.

Employment

Paradigm Counsel assists clients in managing their most important assets: people.

  • Offer letters and on-boarding employment agreements for compliance with state and federal law requirements
  • Contractor and consulting relationships and agreements
  • Counseling on compliance matters, from proper classification for wage-and-hour purposes to compliance with state and federal equal pay and non-discrimination regulations
  • Executive on-boarding
  • Assisting in terminations and performance management practices
  • Advice on proper management of “whistleblower” and other internal complaints
  • Practical counseling on handling day-to-day employment matters

Corporate

Paradigm Counsel’s corporate practice specializes in providing smart, practical and results-driven legal counsel to businesses, investors and founders. We represent start-up and high growth companies from formation, through financing and commercial launch all the way to exit. For start-up companies, we review client business plans and meet with founding teams to prepare them to seek financing. We work with our clients to identify potential financing sources and make introductions to those sources within our network. We routinely serve as virtual general counsel for clients without an inside legal counsel on corporate and transactional matters working closely with our start-up companies as part of the business team. Paradigm Counsel’s corporate attorneys regularly serve as trusted legal advisors to both companies, founders and investors in venture capital financing transactions. Paradigm Counsel plays an integral role in sell-side and buy side mergers and acquisitions for our clients. Paradigm Counsel’s corporate attorneys have experience with cross-border corporate transactions, establishing subsidiaries in the United States, joint ventures, debt finance, venture debt, secured facilities and best practices for boards, committees, and officers.

  • General corporate counseling (de factogeneral counsel)
  • Corporate governance
  • Venture capital financing
  • Sell-side and buy-side mergers, acquisitions and joint ventures
  • Cross-border transactions and inbound U.S. investment
  • Debt finance; venture debt, secured facilities
  • Best practices for boards, committees, and officers

Real Estate

Paradigm Counsel advises and represents clients in real property transactions ranging from land acquisition, ownership, development, commercial leasing matters to the sale and disposition of commercial and residential properties both in and out of California, as well as internationally. Paradigm Counsel also works with individuals and companies in dealings with architects and builders for custom construction and development projects. The firm’s leasing practice includes advising commercial tenants, landlords, buyers, sellers and real property developers. Clients range from individual property purchasers, owners and investors to start-ups and multinational corporations. Our goal is to provide practical, real-world, guidance to our clients throughout the real estate ownership and use process with the aim of providing responsive service to our clients who face a myriad of challenges posed by complex real property transactions.

  • Negotiation and preparation of Letters of Intent in purchase, development and leasing transactions
    • Provide advice and counsel in the negotiation and preparation of complex commercial leases, subleases, options to purchase and purchase & sale agreements with a particular emphasis in representing start-up business entities in the negotiation and drafting of commercial leases for first-time tenants in the highly competitive Bay Area marketplace
  • Negotiate with architects and contractors in the development of commercial and residential projects
  • Deal with local and state governing agencies in the permitting, entitlements and development of commercial real property projects
  • Best practices for commercial property owners, landlords, tenants and subtenants

International

Today, small and large businesses alike can have a global reach.  The internet has made many companies multinational in their scope, and companies now need to be aware of legal systems beyond the ones in which they are physically present.  As companies seek new markets, or enter agreements with businesses in other countries, it is critical to understand what rules will apply.  Paradigm Counsel understands the legal issues clients encounter in the global marketplace.  Through a network of relationships with foreign counsel, we guide our U.S. clients in business outside the country, and provide our international clients with guidance on their business and operations in the U.S…

  • Distribution and Resale agreements
  • Foreign Sales Representative agreements
  • Employment law issues
  • Intellectual property matters
  • Trademark filings and registration
  • Establishment of US subsidiaries and related corporate work including inversion transactions
  • Review and advise on contracts, licenses, and other agreements
  • U.S. Privacy advice

Privacy

Privacy and data security compliance is now an integral component of all of our clients’ legal compliance programs. At Paradigm, we regularly counsel clients on a wide variety of privacy and data security matters, including the following:

  • Preparation and enhancement of privacy and data security policies, tailored to client’s specific business, industry sector and geography, on both the product and corporate level;
  • International data privacy and security compliance, including the development of Data Protection Agreements;
  • Design and implementation of a comprehensive privacy and data security programs;
  • Advise on and implementation of CCPA compliance programs;
  • Advise on the individual US state-specific and federal laws, such as the Children’s Online Privacy and Protection Act (COPPA) and Health Insurance Portability and Accountability Act (HIPAA) and Graham Leach Bliley Act (GLBA);
  • Advise on CAN-SPAM Act compliance;
  • Provide advice and counsel to mitigate security breaches and security breach notifications;
  • Privacy analysis and risk mitigation for mergers and acquisitions and corporate financings; and
  • Address and negotiate privacy and data security issues and contractual wording in all manner of technology transactional contracts.