Internet & Technology

Overview
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Since the beginning of commercial exploitation of the Internet, Moses & Singer has played an active role in the converging fields of information technology, telecommunications, entertainment and commerce. As a nationally tier-1 ranked information technology firm, Moses & Singer has been, and continues to be, engaged in cutting-edge technology transactions, landmark litigation and innovative counseling, shaping the law in this area. The firm also provides the sophisticated corporate and transactional capabilities essential to the success of technology driven ventures.

Practical Legal Advice for Information Technology

The Internet & Technology group serves a diverse group of clients, including:

Entrepreneurs
Emerging companies
Established businesses offering digital products and online services
Financial Institutions
Digital Content Providers
Social Media companies
E-commerce merchants
Advertisers
Independent Software Consultants

Our attorneys include former software developers, nationally recognized attorneys with in-house and private practice experience, and professors with the deep subject matter expertise in software, sports and entertainment, advertising, merchandising, intellectual property, litigation, tax, wealth preservation and corporate law needed to meet the broad needs of this sector.

The full range of integrated services provided by our Internet/Technology Group covers such matters as: start-up financing and formation, intellectual property protection, product rollouts, technology licensing, custom software development, regulatory analysis for digital products, privacy counseling, strategic alliances, branding, sponsorships and affiliate networking. We offer the resources, expertise and dedication to assist our clients in the startup and development stages of their business as well as with the full range of M&A and financing transactions necessary to navigate the rapidly changing and competitive online technology business environment.

Enterprise Software

Our firm represents a wide range of interests in the enterprise software ecosystem, including large enterprises selling software products to other large enterprises, institutional clients in their procurement and purchase of technology products and services, and startups and SMEs selling software to enterprise clients.

Our representation of products and services includes:

SaaS (software-as-a-service), PaaS (platform-as-a-service), IaaS (infrastructure service) and a wide range of cloud, high-availability, high-scalability and ‘serverless’ products
Data-lakes, scalable storage and backup systems
Telecommunications services, equipment and remote productivity / collaboration tools
Machine-learning and AI-enhanced products
Regulatory compliance products, financial analysis and payment systems products
Internet of things devices and monitoring systems
Managed-Service Provider, business process outsourcing and staff augmentation agreements
Audiovisual, telecommunications and data-exchange services
Data-licenses, analytics platforms and digital information services
Point-of-sale systems
Digital advertising, consulting and management
Outsource software development and IT consulting

B2C and Consumer-facing Products

Moses & Singer has deep experience counseling companies selling digital products and services to the consumer market. Our representation in this area includes:

Social media offerings
Digital content providers and audiovisual media-sharing platforms
E-health and tele-health platforms
Wellness and dietary products
E-commerce offerings
Online publications and online arms of physical publications
eDiscovery products
Education products (edTech)
Financial products (FinTech)
Content Management Systems (CMS)
Workplace review sites

Software Consultants, Startups and New Products

Our attorneys also have deep, functional knowledge of the methods and technique used to develop software, including:

Agile methodology
Testing frameworks
Continuous integration / continuous delivery
High scalability systems and serverless infrastructure
Open-source platforms (e.g. Node, Ruby-on-Rails, Laravel, etc.) and hybrid development tools (Ionic, React-native, Electron, Cordova)
Responsive design, progressive web apps and REST architecture

As a result, we are able to effectively counsel software consulting agencies, startups, and companies rolling out new products and offerings. We work closely with technology teams and stake-holders to provide holistic, start-to-finish product and lifecycle counseling to help organizations understand how to avoid regulatory thickets and to design products with privacy, regulatory compliance, business continuity, auditability and sustainability in mind.

Common areas of representation include:

End User License Agreements (EULAs), SaaS/PaaS/IaaS agreements
Application Programming Interface (API) Agreements, and Sandbox Agreements
Regulatory analysis of new products
Reseller and Value-added Reseller Agreements
Service Level Agreements (SLAs), Information Security Agreements and Information Protection Agreements
Data-Transfer Agreements and Data Processing Agreements
Product rollouts and documentation, including Terms of Service and Privacy Policies
Software consulting agreements
Open source software analysis and open source contribution / contributor license agreements

Managing Risk in Privacy and Cybersecurity

Customer data, patient medical records and market information is the lifeblood of most companies in the Internet, technology, banking, healthcare and retail sectors. Websites, handheld and tablet device apps and other electronic commerce platforms often collect significant amounts of personally identifying information. Hackers, intruders, fraudsters and other malicious agents have developed increasingly sophisticated means of accessing such information for improper purposes. The threat of cyber-intrusion and cyber-attack exposes companies to the risk of civil liability and sanction under state and federal cybersecurity and data breach laws.

We help our clients manage this risk by:

Negotiating appropriate cybersecurity provisions in application, development, technology transfer, licensing, and other agreements
Aiding in the development of data breach response plans to satisfy state, federal and international laws and regulations;
Assuring compliance with legal requirements in the event of a data breach; and
Negotiating and, if necessary, litigating issues arising from cyber-attacks and intrusions with governmental authorities, individuals and other corporate entities.

Structuring and Financing Start-Up Enterprises

Early stage businesses, particularly those in new industries, face ongoing strategic, operational and organizational challenges. Working closely with the founders of Internet companies as they grow and develop is an exciting part of our group's practice. We offer considerable experience in structuring and negotiating initial and early stage financing, including seed financing, "angel" investments, venture capital and later stage equity and mezzanine financing. This enables us to provide early input into our clients' business plans, suggest ways to avoid potential pitfalls, and assist emerging companies in raising the financing needed to capitalize on the opportunities arising in this fast-growing and rapidly changing industry.

Moses & Singer's services to early-stage ventures include the selection of appropriate business structures, tax planning, shareholders' and founder's agreements, confidentiality and consulting agreements and real estate and equipment leases. We work with clients in establishing employee stock option plans and employment policies to motivate and retain employees. We also draft and negotiate consulting and employment agreements.

Our Internet/Technology lawyers can evaluate and help clients secure their intellectual property rights (including trade secrets, trademarks, copyrights and patents) to ensure that they can execute their business plans and obtain funding without concern about future litigation over conflicting claims.

Protecting and Monetizing Technological Innovations and Intellectual Property

The Internet/Technology Group leverages Moses & Singer's wealth of experience to assist clients in generating, marketing and distributing content and technology. In addition to our background in the content and technology aspects of intellectual property law, the firm aids clients with the commercial exploitation of intellectual property rights. We achieve this through purchase and sale agreements, cooperative and co-branding agreements, and licensing, distribution and royalty arrangements.

Traditional "brick and mortar" businesses are increasingly looking to the growing market opportunities provided by the Internet. Moses & Singer helps such clients develop online strategies, policies and procedures. The group advises clients with respect to providing or securing a broad range of e-commerce services and rights, including:

Web site and software development agreements
Contracts for content acquisitions such as obtaining and licensing of digital rights to photos, music and videos
Trademark licenses and co-branding agreements
Web advertising and sponsorship agreements
Promotions and contests
"Shrink-wrap" and "click-wrap" licenses
Domain name rights; disclaimers and notices
Site review to assess potential risks and liabilities

Many companies and individuals that create, license or use intellectual property rely on Moses & Singer to protect the hard-earned results of their efforts. We assist clients in optimizing the protection of their intellectual property based on the resources, needs and preferences of those clients and in formulating a strategy for protecting their intellectual property assets against misappropriation.

In the event of a dispute, we counsel clients to avoid litigation. But when litigation is unavoidable, our attorneys have represented clients in disputes involving:

Internet domain names
Patent reissuances, reexaminations and interferences
Copyright and trademark infringements and opposition proceedings
Antitrust violations
Unfair competition
License agreement disputes
Misappropriation of trade secrets and confidential information and rights of publicity and privacy

Moses & Singer is involved extensively in issues concerning the application of copyright laws to electronic publishing on the Internet.

Guidance on M&A and Financing Transactions

More mature technology companies frequently become involved in mergers and acquisitions, including strategic alliances, joint ventures, and public offerings or other growth-oriented financings. Moses & Singer regularly represents clients in such transactions to enable them to obtain critical mass, access new products or technology, or provide liquidity. Our experience enables us to meet the unique challenges and issues encountered in these kinds of transactions.

Strategic alliances, joint ventures and corporate partnering are essential elements in this fast-moving environment. Our legal, tax and business experience enables us to contribute a value-added approach to structuring and negotiating strategic corporate relationships with the object of fostering a "win-win" situation for all the parties involved.

Moses & Singer is equipped to guide companies through a full range of financing alternatives from follow-on venture capital financing and bank lines of credit to public offerings. This includes providing ongoing advice on complying with securities law, proxy rules and periodic reporting and insider filing requirements.

For more information please contact us.

Prior results do not guarantee a similar outcome.

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Partner

Toby Butterfield

Senior Counsel

Kenneth M. Kaufman