Context and Planning

A business’ technology transactions should be evaluated in the context of the nature of the business, the business’ current needs, and the foreseeable future needs of the business.

Getting an understanding of that context is the first step I take when representing clients in technology contracts.  With that understanding, I work with my clients in evaluating technology  contracts in the light of their specific circumstances.

Technology transactions each have their own specific issues, but the basics of preparing for and negotiating a contract still need to be addressed.
Technology Transaction Law

Legal Considerations

While you want the terms of your contract to describe your ideal result, it is unlikely that the overall transaction will be defined by written contract terms alone.  The applicable law may change the meaning or effect of essential contract terms.  Also, the applicable law may create rights and obligations that are separate from those described in the contract.

Contract law is certainly a starting point in evaluating the effect of applicable law on your technology transaction.  Intellectual property law is another body of law that will likely apply to your technology transaction.  For example, copyright law defines many of the rights and obligations of the parties to software licenses.  State laws and the laws of other countries might apply to your technology transaction.

I help clients understand which laws apply to their technology transactions, and how those laws might affect those transactions.  I also help coordinate the roles of other counsel involved in those technology transactions.

The Contract Process

The goal of the contract process is simple – the parties reach agreement and create a document that accurately states what the parties have agreed to.  The hard part is making sure that the parties have the same understanding of what they agreed to.  The parties have to have the same understanding of the meaning and intent of all of the final contract terms, and of the overall contract that is created through the combination of the contract terms and the applicable law.  You want an agreement, not just a contract document.

Businesses bring their own perspectives and assumptions to the contracting process.  For example, a technology vendor’s perspective will be based in part on assumptions common in the vendor’s industry.  But a customer’s only relationship to that industry might be as a purchaser of goods and services.  It shouldn’t be surprising if the customer doesn’t know about, much less accept, the industry’s assumptions.

I work with vendors and customers, public and private entities, and businesses of all sizes.  Working with that variety of businesses gives me insight into the concerns of both parties to a transaction.  With that insight, I help my clients achieve genuine understandings with their business partners, and I help them anticipate and address difficult issues in contract negotiations.  That can speed negotiations, build trust and help avoid future conflicts.

The Contract Document

No contract can completely document all of the facts that are the subject of the contract.  No contract can restate all of the applicable law, or describe how that law might create rights and obligations that are not specifically provided for in the contract.  The parties have to determine which issues need to documented and which do not.

Applicable law might dictate that certain issues be specifically addressed in the contract. For example, in some circumstancesdisclaimers of warranties have to be in writing to be effective.  Another important consideration is whether the individuals involved in the original contract negotiation will be involved in the parties’ relationship in the future.  The unwritten understandings reached in the original negotiations might not survive a change in personnel.

I help clients understand the trade-offs involved in deciding which issues to document, and how to determine the size and scope of the contract document in general.

Lawyer for Technology Transaction Contract