Practice Areas

Driving Technology Transactions and insightful General Corporate Counseling

– key ingredients for success in the Software, Internet and E-commerce, and

Information Technologies arenas. Digilex Law Center brings a real-world

understanding to assist you with your Technology Transactions – the acquisition,

use, protection, and commercialization of your technology and Intellectual

Property assets. The firm’s effective combination of practical legal and

business advice can help you increase the return on your technology investment.

Throughout, we help reduce risk, manage conflicts and resolve disputes.

Digilex Law Center also provides General Corporate Counseling, including

acting as “Part-time General Counsel.”

Digilex Law Center can help you succeed in the following arenas:

Software

Digilex Law Center’s experience comes from negotiating enterprise-level license,

support and professional services agreements with about 60% of the Fortune 100

companies. The firm’s practice spans both domestic and international Technology

Transactions, and includes contracting with governments and universities.

Digilex’s services include:

Strategic planning for, negotiation, drafting, and implementation of

agreements ranging from complex multi-million dollar agreements to

“click-through” agreements to “format” or “template” standard agreements.

Simplify and streamline the contract processes where possible.

Provide clear revenue recognition guidance and plans.

Distribution and Strategic Alliances

Effective marketing, distribution and alliances are key to commercializing your

technology investments. Digilex Law Center provides strategic counseling on the

following transactions and relationships critical to your success:

The formation, development and implementation of business models and

strategies for technology commercialization, such as joint ventures, distribution

plans, E-commerce business models, pricing models, acquisitions, and Third-Party

Logistics (“3PL”) and Application Service Provider (“ASP”) programs.

Technology-based joint ventures, strategic alliances, technology transfers,

asset acquisition, and marketing agreements.

Product distribution agreements, including OEM, distributor, channel, application

service provider (“ASP”), managed service provider (“MSP”), Value Added Reseller

(“VAR”), reseller, and representative agreements.

Joint research and development agreements, involving software, technology,

online content, and interactive and professional services.

Intellectual Property

Copyrights, trademarks and trade secrets represent core components of your technology investment. Digilex Law Center provides counsel on:

Protection, management, enforcement and licensing of trademarks, copyrights

and trade secrets.

Trade secret protection, copyright and privacy issues, including helping companies

insulate themselves from intellectual property claims and resolve contract disputes.

Domain Name usage and dispute resolution.

Internet and Electronic Commerce

The Internet increasingly pervades the way businesses and consumers conduct

business, communicate and collaborate. The firm can assist you with:

Internet agreements, including e-commerce agreements, co-marketing, content licensing agreements, hosting agreements, website development, maintenance

and support agreements, linking, affiliate, distribution, interactive services, and Third-Party Logistic (“3PL”) agreements.

Outsourcing of IT infrastructure, operations, accounting and HR systems, and

business processes.

Counseling in the areas of online privacy and data protection.

Mergers, Acquisitions and Financings

We have represented start-up and emerging growth companies in mergers, acquisitions, asset purchases, joint ventures, and venture capital financings by

drafting and negotiating agreements, schedules and related documents, and

conducting due diligence.

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General Corporate Counseling

(“Part-time General Counsel”)

Formation, Qualification and Dissolution

Corporate Governance (“Corporate Secretary”).

General Reporting Requirements.

Counsel to Boards and Special Committees.

Shareholder Meetings.

Stock and stock option maintenance.

Legal Oversight.

Corporate Compliance

Establish, review and revise corporate governance guidelines, policies and programs and for areas of concern such as anti-trust, privacy and employment-related matters.

Develop and conduct compliance program and policy training.

Financial audits – review and support.

Employment

Counseling on basic employment law matters (including administrative hearings) and creation of human resources policies.

Terminations, FLSA and compensation plans.

Confidentiality.

Developing and conducting compliance programs and training.

Compensation plans.

Mergers, Acquisitions and Financings

Operations

Leases - Equipment and Facilities.

Commercial Contracts.

Procurement.

Non-Profit Organizations

Technology initiatives are increasingly important to achieving the missions of non-profits. Digilex Law Center’s mission includes assisting non-profit organizations with:

Formation, maintenance, qualification and termination.

Creation of fund-raising tools (e.g., charitable remainders).

Counseling on technology initiatives.

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