2016 All Hands Meeting
November 17 Session
Technology Agreements & E-Commerce Track Agenda

Drafting Indemnification Provisions for Technology Agreements

Stafford Matthews

Among the most complicated and least understood issues in any contract negotiation are the indemnification rights and obligations between the parties. These clauses use terms and conditions that many lawyers take for granted, but are frequently misunderstood and can expose a company to great risk. This presentation is a very practical and thorough discussion of indemnification issues, including (1) warranties versus indemnities, (2) critical distinctions between obligations to “indemnify”, "hold harmless" and “defend”, (3) conflicts between patent indemnification provisions and intellectual property rights statutes, including new PTAB estoppel and statutory bar requirements, (4) indemnities for intentional or willful infringement, (5) defense of infringement or misappropriation claims, (6) equitable indemnity traps, and (7) "free pass" and other pitfalls in coordinating indemnification and limitation of liability provisions. Equally applicable to litigators and transactional lawyers.

Open Source Update

Stephen Gillespie/Jeff Lusczc/Jason Buttura
Fenwick & West LLP/Palamida, Inc./Cisco Systems, Inc.

Though perhaps not every company has entered the "post-proprietary era," every tech legal department needs to keep an eye on evolving open source issues, if only to avoid stepping across the threshhold. This presentation will review developments in open source policies, licensing regimes, "taint" avoidance and removal, and the intersection with M&A transactions and patent prosecution.

Risks and Rewards in Processing Payments and Payment-Related Data

David Teitelbaum & Pamela Martinson/John Muller
Sidley Austin LLP/PayPal, Inc.

Relationships among different players in the payments ecosystem continue to evolve, blurring the lines among various roles. Whether a party is viewed as a merchant, a marketplace operator, a payment processor, a wallet provider or otherwise can have profound implications for its regulatory and contractual rights and obligations, including with respect to access to and use of payments-related data. This panel will explore the current state of the market and critical considerations for companies that seek to become involved in payment flows or the handling of data associated with those flows.

Trends in Data Privacy, Security Breach and TCPA Litigation and How to Draft Documents to Minimize the Risk of Litigation

Ian Ballon & Françoise Gilbert
Greenberg Traurig LLP

This presentation will discuss emerging trends in data privacy, security breach and TCPA class action suits, and the strategies that companies can use to reduce exposure, position to win on the merits or defeat class certification. The focus will be on practical strategies, with drafting and negotiation tips and examples.

Obtaining and Maintaining Leverage in the Negotiation of Tech Deals

James Paine & James Steinberg
Kilpatrick Townsend & Stockton LLP

This presentation will focus on why technology agreements are different from commodity purchases and a process for using an RFP to obtain appropriate terms and conditions that protect the customer on day one, and will continue to protect the customer over the life of the agreement as disputes and additional negotiations occur. The presentation will also focus on common negotiating mistakes made by novices and veteran negotiators and on key terms and conditions that are critical to protecting the customer. The presentation includes a variety of clips from TV shows and movies to emphasize the points.

Please Note: Program details are subject to change without notice

2016 Participating Law Firms & Companies