Technology Transactions

Technology companies need contracts. If your company provides technology products or services, you need agreements in order to bring in the revenue. Your customers won’t be willing to buy without an agreement in place. If you have no agreements, you have no money coming in.

Also, the only way to scale up your sales efforts is to develop your own form agreements that you put in front of customers. Some customers, especially the large ones, may offer (or insist on) the use of their standard vendor agreements. For a vendor, using a customer’s standard vendor agreement is bad for three reasons.

First, the terms won’t match the deal. Vendor agreements are “one-size-fits-all” agreements that more likely than not does not match what you are providing. They will require time-consuming negotiated changes to make them match what you do — slowing down your deal flow. Second, the terms won’t be favorable to you. Customer vendor agreements are frequently one-sided in favor of the customer. Again, time-consuming, deal-slowing negotiated changes are necessary to protect your interests. Third, and as a result of the first two reasons, you take on much more legal risk using the customer’s standard form.

What’s the solution? Effective vendors develop their own form agreements and offer those to customers. They manage their deal flow by deciding when to accept negotiated changes (for example for large or strategic deals), and when to insist that customers sign their agreements without changes (for instance for the large volume of small deals a company may strike). More established companies may already have form agreements. Nonetheless, they need legal help to negotiate the deals each month, quarter, and year to meet their revenue targets. Effective sales means, in part, smooth and time-efficient negotiations of agreements.

Companies buying technology solutions have different challenges. They want to make sure the technology they are obtaining actually works as advertised. In addition, they want to make sure their vendors don’t cause them to take on liability for something the vendor did. For example, if the vendor is out of compliance with data privacy and security laws, using that vendor may cause the customer to be out of compliance too.

As a result, customers managing their supply chains efficiently and effectively conduct due diligence on their potential vendors. They have objective ways of determining whether the product or service will perform as advertised. Some handle an extended due diligence process by setting up proof of concept pilots and tests. Too, they want the vendor to be accountable. And the only way to make sure there is recourse if the vendor misrepresents what is offered or fails to perform is having a robust set of protections in a written agreement. By enforcing an effective agreement, your company can hold vendors accountable for failing to meet the standards in the agreement.

Silicon Valley Law Group’s attorneys draft form agreements and negotiate tech deals for a broad range of vendors and customers in areas such as software, hardware and semiconductors, cloud services, software as a service solutions, Big Data, Internet of Things, augmented and virtual reality, additive manufacturing (3D printing), automated transportation, artificial intelligence and robotics. Our attorneys have experience as in-house lawyers, knowing that clients don’t need “perfect” deals from a legal perspective, but rather reasonable deals done timely to maintain a continuous deal flow.

We’ve done too many transactions to list all the individual deals we have negotiated over the decades, but here are some examples of the kinds of deals we help clients with daily:

• Software as a Service agreements and master subscription agreements to provide cloud-based solutions to enterprise customers, including complex Big Data management deals for massive-scale data management and analytics.
• Master service agreements for consulting, programming, and other service providers.
• More traditional licenses for enterprise software applications on-premises.
• Marketing agreements to facilitate sales of technology solutions, such as referral sales agreements, joint marketing arrangements, and reseller, distributor, channel partner, and OEM relationships.
• Terms of use and terms of service documents for online services and websites.

For those agreements involving the collection, maintenance, processing, and transmission of personal data, we work on data processing addendums and agreements, data privacy exhibits, and information security exhibits that are part of a larger agreement. For instance, we help draft and negotiate “business associate agreements” for protecting the privacy and security of patient data under the Health Insurance Portability and Accountability Act.

Our firm’s lawyers can help your company by drafting and negotiating agreements that protect your company’s rights and minimize their legal risks. We would be happy to go over your technology contract needs and challenges. If you would like to follow up, please contact us using the web form on the right or the phone number at the top of this page. One of our technology transactions lawyers would be glad to speak with you in an initial consultation about how our practice can solve your problems and manage your deals, without obligation. Videoconference appointments are available.