AttorneysEd Center

When drafting and negotiating technology-related contracts, the typical strategy is for vendors and suppliers to present standard pro-vendor form contracts, and for customers to rewrite them for pro-customer needs or to use pro-customer form contracts of their own. But these strategies are not always in the best interests of either party. In this two-part series especially for in-house and outside counsel involved in drafting and negotiating, on behalf of their companies and clients, technology-related contracts, Aaron Tantleff of Foley & Larder LLP provides explanations for typical provisions; strategies for negotiations; tips for avoiding common mistakes and road bumps in the negotiation process; and ways to best resolve some typical disputes. Part I (August 28, 2013 program date) covers: • Overview • Key Contract Provisions 1. Business Case 2. Parties 3. Vendor personnel 4. Project management 5. Specifications 6. License grant 7. License fees 8. Acceptance testing 9. Intellectual property 10. Warranties 11. Indemnities 12. Limitation of liability Part II (September 24, 2013 program date) covers: • Key Contract Provisions Continued 13.

When drafting and negotiating technology-related contracts, the typical strategy is for vendors and suppliers to present standard pro-vendor form contracts, and for customers to rewrite them for pro-customer needs or to use pro-customer form contracts of their own. But these strategies are not always in the best interests of either party. In this two-part series especially for in-house and outside counsel involved in drafting and negotiating, on behalf of their companies and clients, technology-related contracts, Aaron Tantleff of Foley & Larder LLP provides explanations for typical provisions; strategies for negotiations; tips for avoiding common mistakes and road bumps in the negotiation process; and ways to best resolve some typical disputes. Part I (August 28, 2013 program date) covers: • Overview • Key Contract Provisions 1. Business Case 2. Parties 3. Vendor personnel 4. Project management 5. Specifications 6. License grant 7. License fees 8. Acceptance testing 9. Intellectual property 10. Warranties 11. Indemnities 12. Limitation of liability Part II (September 24, 2013 program date) covers: • Key Contract Provisions Continued 13.

Financial fraud has long been an enforcement priority for the SEC, yet in recent years the number of cases has steadily declined as the Enforcement Division focused on insider trading and Ponzi schemes. Since new SEC Chair Mary Jo White took over, the Commission has indicated that it is preparing to address this critical area and is bolstering its investigative tools by creating new search programs to analyze filings made with it. This is apparently the first step in adding to the SEC’s tools in this area. In this program especially for in-house and outside corporate, securities and white collar attorneys, Tom Gorman helps you prepare your company or clients to avoid being caught up in this new SEC trend. Topics include analysis of historic SEC trends in this area, and the approach being used to develop the new tools and plot future directions that the Enforcement Division is

In a very closely watched decision, the Second Circuit Court of Appeals ruled on the "fair use" defense raised against a charge of copyright infringement by the artist Richard Prince. Anthony LoCicero of Amster, Rothstein and Ebenstein LLP analyzes this decision and comments on its impact on the applicability of the fair use defense to all forms of copyrightable works.

In its Kirtsaeng decision, the Supreme Court extended the First Sale Doctrine to copyrighted works sold abroad. Anthony F LoCicero of Amster, Rothstein & Ebenstein discusses the implications of this case, not only for copyrighted works, but also for its potential implications to trademark and patent law.

Tom Mason of Zuckerman Spaeder discusses whether a lawyer can be part of multiple firms and the ethical consequences of multiple affiliations. Topics include: • Those states which permit multiple affiliations and those states which do not, see, e.g. ABA Formal Opinion 90-357; DC Legal Ethics Opinion 338); • The impact on conflict-checking procedures when a lawyer is affiliated with more than one firm (New York State Ethics Op. 793 and 876); • Confidentiality issues in conflicts checks among firms with affiliated lawyers (ABA Model Rule 1.6(b)(7); • The issue of which cases a lawyer brings to which firms and the potential for disputes when a lawyer takes a lucrative case to one firm rather than another; and • The issue of fee-splitting and whether the rules for fee division between different firms apply when a lawyer is affiliated with multiple firms (Ohio Supreme Court Ethics Op. 2008-1; California Formal Ethics Op. 1986-88).

Tom Mason of Zuckerman Spaeder discusses the “no-contact” rule which prohibits a lawyer from contacting represented persons without the permission of the person’s attorney. Topics include: • How to handle contacts initiated by the represented person; • With represented organizations, who can be contacted without pre-clearance from the organization’s attorney; • Contacts for the purpose of replacing the represented person’s current lawyer; • Contacts with in-house counsel of a represented organization; • Client-to-client contacts and the lawyer’s role in advising the client about such contacts; • Contacts with non-lawyer government officials in matters involving the government; and • Conflicts of laws: which ethics rules apply.

Former EEOC General Counsel Eric Dreiband, currently a partner at Jones Day, discusses investigations and litigation by the Equal Employment Opportunity Commission (EEOC) and its priorities, court decisions that address the EEOC's process and challenges to employer policies, and strategies to utilize in responding to EEOC investigations and litigation.

Steve Bennett of Jones Day provides valuable insights and guidance for lawyers whose foreign clients are involved in U.S. litigation. Topics include: • Preliminary issues: venue, jurisdiction, service, forum non conveniens • Choice of law / conflicts of law • U.S. Discovery • Immunity / Act of State doctrine • Arbitration

Steve Bennett of Jones Day discusses the latest legal developments and strategies concerning e-discovery costs. Topics include: • Why this issue matters • Applicable statutes and rules • Recent rulings • Strategic alternatives • Resources