Representative Transactions

User Agreements and Licenses

• Prepared mobile application terms of service
• Prepared online terms of use and terms of service
• Drafted multiple click on, browserwrap, shrinkwrap and signed version end user license agreements
• Drafted cloud services and cloud storage agreements
• Prepared contest and sweepstakes rules

Licensing

• Drafted and negotiated eight million dollar software use license between two public companies
• Drafted and negotiated world-wide enterprise license program and associated boilerplate agreements for major international software company
• Negotiated favorable license terms and significant cost reduction in $600,000 software tool license
• Drafted, advised on and negotiated content licenses and partnering agreements for online company with major United States media companies
• Drafted and negotiated multiple music and content licenses
• Drafted enterprise licensing programs for both distributed and SaaS software

Distribution

• Drafted and negotiated interoperability testing and joint marketing agreements for major mobile software company
• Drafted and negotiated software distribution and channel agreements for major desktop application software company
• Drafted multiple distribution agreements for consumer electronics products with major US and foreign distributors.
• Drafted and negotiated music content licenses for European content aggregator with major and independent labels
• Prepared suite of customer, reseller and OEM agreements and order terms for subsidiary of publicly traded Swedish entity

Sales

• Developed and presented in-house training to sales force of major software companies in licensing and intellectual property issues; advised on negotiating techniques to minimize sales cycle
• Drafted and negotiated sales representative agreements for agents outside the United States
• Drafted and negotiated hardware sales and distribution agreements for major international retail hardware manufacturer
• Drafted multiple sales agreements for consumer electronic products and other tangible goods

Outsourcing – Manufacturing and Development

• Drafted and advised on development and manufacturing agreement for solar arrays
• Drafted and negotiated multi-million dollar license for third party implementation of Oracle back end implementation for public company
• Drafted and negotiated multi-million dollar manufacturing services agreement between major electronics manufacturer and component suppliers
• Drafted manufacturing services agreement for battery technology in the automotive industry

Open Source

• Advised NoSQL database software licensor on dual licensing models
• Prepared Open Source Policy for various client engineering and legal teams
• Regularly conduct open source due diligence and analysis for leading commerce provider in its acquisitions of companies.

Venture Financing

• Represented web services company supporting content creators in structuring content in Series A financing
• Represented integrated hardware and mobile app manufacturer in Series A financing
• Represented network control software company in Series A
• Multiple investor-side transactions for top mobile operator’s corporate venture arm
• Represented major airline in $150,000,000 preferred stock financing led by multiple venture funds
• Represented a fabless semiconductor company in $12,000,000 preferred stock financing led by multiple venture funds

M&A

• Represented mobile entertainment company in sale to international electronics company
• Represented stereovision chipset company in sale to leading computer chip company
• Represented network control software company in sale to major networking equipment company
• Represented cloud-based presentation software company to leading virtualization software company
• Represented mobile apps platform company in sale to major mobile handset manufacture
• Represented online golf game company in sale to national golfing entertainment business
• Represented coffee grinding technology company in sale to national coffee retailer

Employment

• Assisted a growing EU company establish U.S. employment policies and agreements for expansion offices
• Provided separation agreement and advice in confidential executive termination
• Counseled client in handling discrimination and retaliation allegations
• Advised client on proper classification criteria under new federal wage-and-hour rules
• Assisted client in handling California-specific computer professional overtime rules

• Formation of foreign subsidiaries/joint ventures (distributorships) for major Asian computer manufacturer with local investors/managers, and negotiated and drafted assembly/distribution agreements in Latin America
• Drafted and negotiated world-wide bundle agreements for major US software company including ensuring compliance with EU regulations
• Reincorporation of California corporation into Cayman Islands corporation in connection with an inversion transaction and preparation for listing on a foreign stock exchange
• Reincorporation of multiple international corporations into Delaware corporations in connection with inversion transactions to establish U.S. headquarters and obtain U.S.-based venture financing investments
• Chinese corporation’s investment in U.S. corporation in return for technology transfer and agreement to establish manufacturing of complex silicon based technology in China
• Negotiated agreement for electronic consumer product distribution in the European Union
• Negotiated agreement for foreign fulfillment of consumer clothing product to buyers outside the United States
• Multiple instances of a review of foreign End User Licenses and Terms of Service to ensure conformity and enforceability under U.S. laws for major product launches in the US by foreign public companies.