Technology Transactions

Created a software technology joint venture between Excela Health and Heritage Valley Health System, Health Care Software Collaborative LLC, which will develop unique software products for the health care industry.

Technology Transactions: Overview

Buchanan Ingersoll & Rooney's Technology Transactions Group consists of lawyers dedicated to representing companies and individuals in connection with commercial transactions involving technology and intellectual property rights. We represent many types of businesses – large and small, early-stage and established, domestic and international – regardless of whether they are technology providers, distributors, resellers or end users.

Our lawyers understand that technology issues no longer apply exclusively to "tech companies," and that every business, regardless of industry, is affected by technology. Because our clients include both vendors and customers, we have insight into the factors driving technology transactions; we understand the "business" of technology. The depth and diversity of our industry experiences allow us to bring a cost effective approach to our practice, applying legal knowledge, practical business experience and sound technical knowledge when advising clients on the acquisition, use, development and commercial exploitation of technology.

While most law firms have either intellectual property (patent and trademark) or corporate (M&A and securities) attorneys handling technology transactions in addition to their other work, each of the lawyers in our group combines knowledge and experience in both intellectual property and commercial/corporate law. Whether we are negotiating and drafting agreements, structuring relationships, assisting with dispute resolution and litigation avoidance or providing general advisory services, it is this concentration on the commercial aspects of technology and intellectual property that distinguishes our lawyers and provides the greatest value to Buchanan's diverse client base.

The following are just a few examples of the broad range of transactions with which we get involved:

  • Software, technology and other intellectual property license agreements (inbound and outbound)
  • Maintenance and support agreements
  • Website development agreements
  • Joint venture and strategic alliance relationships
  • Research and development agreements
  • Open source software issues
  • Consulting services agreements
  • Distribution agreements
  • OEM and value added reseller agreements
  • Manufacturing and supply agreements
  • Outsourcing and offshoring arrangements
  • Hosting services and colocation agreements
  • Application services provider (ASP) agreements
  • Internet terms of use and legal terms
  • Privacy policies
  • Internet domain name acquisition, transfer and dispute resolution issues
  • Electronic contracting arrangements
  • Private sector/University collaboration agreements
  • Proof of principle agreements
  • Biotechnology transfer agreements
  • Beta agreements
  • Content licensing arrangements
  • Infrastructure and hosting agreements
  • Information technology usage policies
  • Business development and co-marketing agreements
  • Webcasting agreements
  • Gaming development agreements
  • Confidentiality agreements
  • Telephony, broadband and communications infrastructure agreements
  • Identity theft issues
  • Other complex commercial agreements

Regardless of the industry, whether involved in computers and software, Internet and e-commerce, entertainment and media, life sciences, health care, advanced technologies (such as integrated circuits, nanotechnology and MEMS), financial services, consulting services, advertising, consumer products, real estate and construction, telecommunication, utilities, security alarm, transportation, logistics or education, the lawyers in our Technology Transactions Group get to know your specific business and industry, so as to best counsel you and help you achieve your specific objectives.

The Technology Transactions Group represented clients in the following representative transactions:

  • Represented one of the first electronic market places on the Internet. Negotiated and drafted technology license agreements, content license agreements, and technology outsourcing agreements, developed buyer and seller agreements and marketplace rules for electronic contracting and negotiations, and structured and negotiated joint ventures (domestically and internationally).
  • Negotiated Software License Agreement for one of the nation's largest diversified financial services organization's acquisition of software and services to provide enhanced and web-based cash management functionality.
  • Advised on and negotiated agreements relating to a multi-faceted disaster recovery services arrangement with the industry leading service provider for a publicly traded client.
  • Participated on an internal client planning committee for the license and implementation of a companywide electronic document management system for a publicly traded, Fortune 500 company.
  • Negotiated and drafted agreements between two publicly traded companies for the joint design and development of integrated circuits for use in cable television equipment.
  • Negotiated an exclusive distribution and license agreement (including a right to purchase the company for over $100 million) on behalf of a software company with the industry leading competitor.
  • Negotiated content licenses, supply agreements, strategic alliance agreements and software development and license agreements for a smart card solutions provider with focus in specialty markets such as the entertainment and media business sectors.
  • Represented a video game development company in negotiations for development of and royalty structure for a new video game on manufacturer's next generation console with one of the top three video game console manufacturers.
  • Assisted a furniture manufacturer with the development of an extranet for distributors to manage orders, including development of electronic contracting rules and portal design.
  • Represented a bioinformatics company in connection with in-licensing and out-licensing of software technologies.
  • Represented a global biotechnology company in connection with multiple proof of principle and collaborative research and development agreements for its biological separation technology.
  • Developed agreements and operating rules for a new payment mechanism and negotiated major merchant agreements with multiple publicly traded e-commerce, retail and mail order industry leaders.
  • Negotiated and drafted agreements for a commercial real estate development with a Fortune 100 publicly traded company for the design and development of technology infrastructure for the property.
  • Advised a publicly traded insurance company with the creation of a set of comprehensive information technology procurement and outsourcing guidelines for the company's international operations.
  • Represented an interactive content creator in connection with the negotiation of professional services and licensing agreements relating to construction of virtual simulations within the Second Life metaverse platform to support the Showtime Network's "The L-Word" series.
  • Assisted client in establishing a social networking portal site involving the posting of video content online.
  • Assisted software vendors and licensees with developing and implementing open source policies, review of open source collaboration agreements and licenses and open source due diligence/disclosure issues.
  • Structured source code escrow, source code license and source code release and license arrangements for software licensors and licensees.
  • Assisted in the resolution of license, consent and nondisclosure issues for a mid-Atlantic nonprofit teaching health care system with an outsourced information technology department.
  • Assisted one of the largest health insurers in the country with the creation of a health care information technology company providing health care data analytics and data warehousing solutions; also assisted in the negotiation of related outsourced software development arrangements for the solutions.
  • Negotiated many telecommunications and Internet service master agreements and service schedules with major U.S. telecommunication providers.
  • Assisted a mid-Atlantic independent oil and gas company in the acquisition of an integrated multi-tiered enterprise resource planning (ERP) software solution.
  • Assisted a global supplier of energy conversion solutions in multiple software license, development and maintenance agreements in connection with companywide global singular process implementation.
  • Represented a regional health system in the negotiation and capital acquisition of picture archiving and communication system (PACS) and radiology information system (RIS).
  • Represented a public school system in advising how to deal with a theft of employee data.
  • Represented a leading sporting goods retailer in connection with in-licensing of famous consumer trademarks.
  • Assisted a software company in drafting and negotiating licenses with college and professional sports teams and collegiate conferences for the provision of digital video editing software networks and instant replay technology.