9:00AM-10:00AM

Cloud Computing Drafting and Negotiation Issues

Shaalu Mehra & Riaz Karamali

Sheppard Mullin Richter & Hampton LLP

This session will review evolving legal considerations as enterprises adopt cloud-based computing services. Issues considered include: (1) trends in migration from managed IT infrastructure to Information as a Service (IAAS) models; (2) reallocation of customer / supplier responsibilities in IAAS models; (3) enterprise software licensing models in the cloud; (4) data security considerations specific to cloud computing; (5) failover and redundancy requirements in the cloud; and (6) SLAs for cloud-based services.

10:30AM-12:00PM

Licensing Negotiation Strategies

Stephen Gillespie & Jennifer Stanley

Fenwick & West LLP

In this session, two veteran licensing partners will deconstruct a Technology OEM Agreement, illuminating the key points of contention between OEM customers and vendors in a complex procurement scenario and sharing their insights regarding core issues in technology transactions, including: (1) Anticipating, articulating and responding to typical arguments and positions; (2) Protecting intellectual property interests of both parties; (3) Identifying industry-standard outcomes for key risk allocation, liability, and other standard provisions; and (4) Negotiating win-win solutions without sacrificing core values. The presentation will focus on a real-world example of a typical Technology OEM Agreement negotiated between an early stage vendor and a Global 100 OEM customer.

1:30PM-2:15PM

Licensing and Government Contracts

David Bloch

Winston & Strawn LLP

Protecting and enforcing intellectual property rights in Government contracts provides an overview of how a business can get, keep, and enforce its IP rights even when it is receiving money from the government. The speakers, authors of a leading treatise on the subject, will address the government contracting and granting process, vehicles for protecting IP when working with or for the government, and remedies for infringement if all else fails.

2:20PM-3:05PM

International Distribution Agreements

Stafford Matthews

SNR Denton

The negotiation of international distribution agreements presents a complex set of challenges for companies intent on taking full advantage of the global economy for their products and services. This session focuses on red flags and land mines in these types of agreements, including which laws will govern the relationship; exceptions and carve-outs to the rights of the parties imposed from outside of the agreement, including consumer protection and privacy rules and bans on hardcore vertical restrictions and other competition law issues; the use of bifurcated jurisdictions and forums; common drafting pitfalls involving the scope of the agreement; recent developments under the US Foreign Corrupt Practices Act and UK anti-bribery laws applicable to distributorships; special risks posed by hybrid license or agency contracts, including recommended structures for joint manufacturing license and distribution agreements in commercially treacherous jurisdictions and the unexpected and unwelcome reach of the EU Commercial Agents Directive; and rights of termination and compensation. The presentation also includes useful drafting examples and recommended best practices for those responsible for negotiating key distribution agreements for your company.

3:25PM-4:10PM

Risk Management for Technology-Related Agreements

Kirk Pasich

Dickstein Shapiro LLP

The scope of insurance and indemnity provisions in technology-related agreements is often a hot topic. Too often, these provisions fail to accomplish their goals, or lead to disputes that readily could be minimized. The issues arise in a wide range of agreements, including license and sales, finance and loan, joint venture, vendor, lease, and sales/acquisition/rights agreements. We will address common indemnity and insurance provisions and the mistakes made; insurance issues related to transfers of intellectual property rights; and approaches to better ensure that indemnity and insurance provisions accomplish their intent, providing practical guidance and sample contract language.

4:15PM-5:00PM

Technology Licensing: The Good, The Bad and The Ugly

Greg Silberman

Kaye Scholer LLP

Technology licensing can create tremendous opportunities for a company, it can also be the source of catastrophic problems. The constantly evolving legal, regulatory and technical landscape generates new issues for lawyers at an ever accelerating pace. Whether licensing patents, copyrights, trade secrets or trademarks, new technologies often have a broad and unpredictable impact on structuring, drafting and negotiating technology licenses. This presentation will address some of the more complex and practical issues that arise in technology licensing agreements including: outsourcing, open source, cloud computing, big data, privacy and security.