With due regard for the protection of intellectual property and the fair allocation of risk, we don’t lose sight of the commercial objectives of our clients’ business-critical strategic collaborations. This is what distinguishes Bingham's Commercial Technology Group.
Bingham’s Commercial Technology Group is a team of lawyers combining business, legal and technology knowledge and experience. We advise clients concerning a broad range of transactions involving information technology, e-commerce, biotechnology and other engineering disciplines. We also assist clients with commercial transactions such as licenses, technology transfers, development arrangements, distribution deals, systems integration and outsourcing.
Our Approach
Working on behalf of licensors, we represent the providers of diverse technologies from software and Web-enabled services to semiconductors and from biotechnology to nanotechnology. We also represent technology licensees across all industries, from service companies and governments to manufacturers and financial institutions.
Typical representations of licensors commence with the acquisition of technology, including contributions by inventive founders, technology transfers from universities or hospitals and in-licensing component technology from commercial intellectual property sources. We also provide nondisclosure agreements tailored for use with employees, advisers and business partners.
Once these fundamental issues are addressed, we help develop and negotiate agreements that implement our clients' commercial strategies. These agreements can include:
On the inbound side
cooperative research and development agreements
offshore manufacturing and sourcing
inbound licensing
On the outbound side
licensing
reseller agreements
OEM agreements
distribution arrangements
related service agreements
For providers of enabling technology, extra attention is paid to strategies concerning fields of use and territories (and related issues of compensation and exclusivity), in order to avoid unnecessary channel conflicts.
For our institutional clients, we help develop and implement in-licensing arrangements that are consistent with the efficient deployment of resources in areas outside the companies' core specific skill. For example, in the case of financial institutions and manufacturers, our clients rely heavily on information technology but are not themselves information technology providers.
These clients typically prefer not to bear primary responsibility for development and maintenance of complex systems. To support this strategy, we negotiate a host of agreements with the client's vendors, including:
- software licenses
- hardware purchases
- custom software development
- systems support/maintenance
- break/fix
- network management
- disaster recovery
- consulting services
- outsourcing - information technology outsourcing and business process outsourcing
- systems integration
Each of these agreements is structured to be consistent with our clients' business objectives: efficiency, consistency with mergers and acquisition intentions, appropriate risk allocation and maintenance/ improvement of competitive position.
Our advice addresses the many phases of contracting, from review of requests for proposals to bidding, scoring, down-selecting, negotiating, contracting and contract management.
An Integrated Team With Diverse Experience
Commercial transactions can have extensive privacy, trade, commercial, antitrust and securities implications, to name just a few. Bingham's team members are drawn from the firm's Emerging Growth Companies and Finance teams. These lawyers have experience representing licensors and licensees, investors and issuers, lenders and borrowers, acquirers and targets, and lone inventors and public companies.
Projects and Agreements
We develop and implement a variety of projects and agreements, illustrating the depth of this group.
- Advertising Agreements
- Agency and Broker Agreements
- Aggregation Agreements
- Application Service Provider (ASP) Agreements
- Chat rules - Provider Liability Issues
- Co-branding and Internet Affiliation Agreements
- Co-marketing Agreements
- Confidentiality Agreements
- Consulting Agreements
- Content Publishing Agreements
- Cooperative Research Development Agreements (CRDA)
- Distribution Agreements
- Domain Name Disputes
- Electronic Commerce
- Employment Agreements for Inventive and Engineering Employees
- Enterprise Resource Planning (ERP) Agreements
- Euro Compliance
- Infrastructure Agreements
- Invention Assignment Agreements
- ISP Agreements
- Joint Venture Agreements
- Manufacturing and Supply Agreements
- Noncompetition Agreements
- Nondisclosure Agreements
- Online Access Agreements
- Online Sweepstakes and Contest Rules
- Original Equipment Manufacturer (OEM) Agreements
- Outsourcing Agreements
- Patent Licensing Agreements
- Privacy Policies
- Proprietary Rights Agreements
- Purchase Orders and Sales Acknowledgments
- Service Agreements
- Shrinkwrap and Clickwrap Licenses
- Software Development Agreements
- Software Escrow Agreements
- Software Licenses
- Support and Maintenance Agreements
- System Integration Agreements
- Teaming Agreements
- Technology Policies for Employment Manuals
- Technology Transfer Agreements
- Value Added Reseller Agreements
- Web Design Contracts
- Website Linking Agreements