Recent Work
Recent work has included the following work for clients. Please click a bullet below to read a fuller description.
- Contracts
- Corporate
- E-Commerce
- Finance
- FOIA
- HR/Employment
- Intellectual Property (Copyright)
- Intellectual Property (Licensing)
- Intellectual Property (Trademark)
- Libel and Defamation
- Mergers and Acquisitions
- Noncompetition Agreements
- Nondisclosure Agreements (NDAs)/Confidentiality Agreements
- Nonprofits
- Outsourcing (Business Process)
- Privacy
- Software
- Sweepstakes and Contests
- Website Policies
- Advertising services (new media and publishing)
- Consulting services
- Joint venture agreements
- Licensing agreements for software (copyright), patents and trademarks
- Master services agreements (MSAs)
- Settlement and release agreements
- Technology contracts, vendor contracts, technology development, employment contracts
- Technology statements of work (SOWs)
- Technology contracts, vendor contracts, technology development, employment contracts
- Technology statements of work (SOWs)
Corporate
- Corporate structuring
- Equity ownership and partner relations (LLCs and S corps)
- IRC Section 83(b) elections
- LLC agreements (LLCs)
- Mergers and acquisitions
- Stock option grants and warrants
- Structuring and negotiating partner terms: profit/loss allocations, leaving the business, buyout terms, terminations, etc. (LLCs and S corps))
E-Commerce
- Advising on US laws, privacy, transactional compliance and disclosures
- Email communication practices, compliance with federal and state email laws (CAN-SPAM)
Finance
- Angel and “Series A” offerings
- Bridge and receivables financings
- Finance: Convertible debt
- Finance: “Investment Adviser” compliance
- Finance: Regulation D offerings (private placements)
- Finance: State law compliance and filings for “blue sky” requirements (private placements)
- Advising minority-owned small business seeking to enforce the terms of its Teaming Agreement with a large Federal contractor.
FOIA
Freedom of Information Act (FOIA) requests (new media and publishing)
HR/Employment
- Employment agreements
- Inventions agreements
- Personnel policies
- Personnel training, supervision, reviews, anti-discrimination, risk management
- Technology use policies
- HR/Employment: Overtime (exempt/non-exempt) and Fair Labor Standards (FLSA) compliance
Intellectual Property (Copyright)
- Author and freelancer agreements
- Fair use guidelines and review
- Photo use issues
- Open source software licenses (GNU/GPL, LGPL, Creative Commons)
- Rights clearance, rights access
- US registrations (software)
- Work for hire agreements
Intellectual Property (Licensing)
Software, patent and trademark license agreements
Intellectual Property (Trademark)
- US trademark registrations
- US trademark search
Libel/Defamation
- Advice on threats of legal action for non-retraction (new media and publishing)
- Prepublication review (new media and publishing)
- Privacy issue compliance (new media and publishing)
Mergers and Acquisitions
Recent M&A matters: (1) Representing purchaser of media assets of a competitor’s web and print publishing business, including acquisition of intellectual property (brands, domains, copyrights, trademarks), subscription contracts, customer lists, publishing archives, web assets, etc., (2) Representing seller of emergency text alerting software firm, involving stock sale and employment contracts, extensive due diligence and intellectual property transfer, heavy negotiations of working capital adjustment and contingencies and indemnification terms, and (3) Representing purchasers of publishing and new media brands, including marketing research and polling businesses.
Noncompetition Agreements
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Nondisclosure Agreements (NDAs)
NDAs and confidentiality agreements.
Nonprofits
- “Friends of” international organizations for US nonprofits grantmaking
- Formation of microfinance foundation and qualification for exemption
- Governance issues
- Grant restrictions and endowment versus program use of restricted grant funds
- Tax Exemption registrations (501(c)(3), 501(c)(4)) and compliance
Outsourcing (Business Process)
Technology BPO for client customers.
Privacy
- Compliance with Mass. law on identity-theft information (ITI)
- Data Security: EU Data Security Directive
- Privacy Policies
- Self-Certification under US Department of Commerce Safe Harbor
- State Law compliance
Software
- Development Agreement
- Hosting Agreements
- License Agreements
- Master Services Agreements (MSAs)
- Open source software licenses (GNU/GPL, LGPL, Creative Commons)
- Service Level Agreements (SLAs)
- Source Code Escrow Agreements
Sweepstakes and Contests
Sweepstakes and contests (new media)
Website Policies
- Privacy Policies
- Terms of Use (TOU)/Terms of Service (TOS)