Fundamentals of Software Transactions
A Practical and Interactive Workshop on the Fundamentals of Software Transactions as practiced in Silicon Valley

Conducted by Joel Riff
Silicon Valley Technology Transactions Attorney

Presented by Silicon Valley Seminars

About the Workshop

-          Fundamentals of intellectual property protection for software

-          Ways that software is licensed

-          Ownership of software and derivative works, including joint ownership

-          Key provisions common to software technology transactions

-          Software development agreements

-          End-user software license agreements and ASP agreements

-          Software distribution, VAR, and OEM agreements

-          Software maintenance-and-support agreements

-          Patent license agreements

-          Source code escrow agreements

-          Open source license agreements

-          Software outsourcing agreements

-          Invention assignment agreements

-          Non-disclosure agreements

-          Exhibits to software agreements

-       Non-binding preliminary agreements (e.g., letters of intent)

-       Doing your deal preparation homework (e.g., understanding your client's business objectives and constraints)

-       Drafting and negotiation strategies

-       Amending agreements unambiguously and effectively

 

 

 

Much of the innovative technology that drives Silicon Valley is developed and commercialized through software technology transactions.  Software companies license their products downstream, for commercial revenue or to obtain business advantages.  And all businesses at some time license in software for their internal use or, in the case of technology companies, for software product distribution.  Legal and business people work together to structure, document, and negotiate those deals.  Understanding their variety, function, and complexity is indispensable to all of the players. 

 

This practical and interactive full-day workshop begins with the fundamentals of intellectual property protection for software and then drills down into the most common commercial transactions between companies within Silicon Valley (and elsewhere) involving the development and licensing of software.  The most-heavily negotiated contractual provisions (indemnities, limitations of liability, and others) will be analyzed, including effective strategies for achieving clients’ business objectives.  For each type of transaction, the focus will be on how deals are typically structured and negotiated in the Valley.

 

The workshop will be limited to approximately 20 attendees in order to maximize each person’s ability to bring the curriculum to bear on the deals they are involved in on a daily basis or may in the future be involved.

 

A continental breakfast and lunch will be provided and MCLE credits are available. 

 

Those who will most benefit from this Practical and Interactive workshop are:

 

-       technology transactions attorneys, both within companies and at law firms, mergers and acquisitions attorneys, patent and copyright attorneys, and intellectual property and employment litigators



-       contracts administrators, and



-       business development specialists.

Endorsements*

This will be the first time that Silicon Valley Seminars is offering this workshop

Sample Syllabus

About the Instructor

Joel Riff Joel has lectured and written extensively on a variety of legal issues and has conducted workshops on technology transactions for professional organizations (such as the Licensing Executives Society and the Intellectual Property Society) and continuing legal education providers (such as the Practicing Law Institute and the American Conference Institute), as well as for companies and law firms in Silicon Valley.  A list of some of his presentations and articles is available at http://www.techtransactions.com/speaking_engagements_and_publications.php.   Throughout the past 20 years, Joel’s private practice has focused on licensing, online commerce, and other technology transactions in the course of representing many local startups and some of the world’s leading technology companies, including Acer, Apple Computer, ARM, Cadence Design Systems, Charles Schwab, Cisco Systems, Excite@Home, Friendster, Intel, Intuit, Matsushita Electric (Panasonic), Mercury Interactive, MIPS, Mozilla, Netscape, Oracle, Sharp, Sun Microsystems, Symantec, and Veritas Software.   Joel is currently Of Counsel to the Technology Transactions Law Group PC in Sunnyvale, California.  In its boutique practice, the firm assists clients in structuring, documenting, and negotiating commercial transactions, including license, distribution, development, consulting, non-disclosure, outsourcing, content, hosting, strategic partner, and joint venture agreements, and also advises clients on issues relating to copyright, trade secret, trademark, and patent protection, open source software licensing, privacy, and anti-spam laws.   Joel was a partner at GCA Law Partners (formerly known as General Counsel Associates) in Mountain View, California, from 1998 to 2007.  Before joining GCA, he was first an associate and then a partner at Fenwick & West in Palo Alto for a total of 11 years, spearheading its Licensing and Online Commerce group.  Joel conceived and organized Fenwick's pioneering Internet Law Symposium in 1996 and co-authored its annual International Legal Protection for Software survey for several years.  Before coming to California, he was an associate at Mayer, Brown & Platt in Chicago.   Joel received his J.D. from the University of Chicago Law School in 1982, and a B.G.S., with distinction, from the University of Michigan in 1972.  Prior to becoming an attorney, he worked in computer programming and operations support in IBM mainframe environments for several years.
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