IT:AM Semina Series - Managing your secrets, protecting your assets - CambridgeEversheds Sutherland
This document summarizes an IT seminar series held by Eversheds LLP on managing secrets and protecting assets. The agenda included discussions on trade secret protection, non-disclosure agreements, software licensing, and the proposed Communications Data Bill. Key topics included how to define confidential information, analyzing NDAs, enforcing trade secret rights, and implications of the UsedSoft v. Oracle ruling for allowing resale of perpetual software licenses. Attendees were advised to prepare for expanded data collection powers under the new bill. The seminar provided legal perspectives on maintaining confidentiality in business.
IP Outsourcing Problems... Tanenbaum, wtanenbaum@kayescholer.com Kaye Schole...William Tanenbaum
This document discusses 10 common intellectual property issues that can arise in information technology outsourcing and cloud computing arrangements. These issues include determining ownership of work product, properly assigning intellectual property rights, managing joint ownership of collaborative work, ensuring appropriate scope of licensing rights, crafting effective indemnification provisions, and protecting customer information and data. The document provides analysis and potential solutions for addressing each issue.
Successful Strategies for IP Due Diligencejrstorella
The document discusses strategies for preparing for intellectual property (IP) due diligence by potential investors. It recommends resolving freedom to operate issues, building a strong IP portfolio, cleaning up title to IP, negotiating solid license agreements, and organizing the IP portfolio. Conducting thorough freedom to operate analyses and having explanations prepared for any problematic patents is key. The document emphasizes excluding competitors through broad patent claims and focusing on enforceability. It also stresses having clean and complete title to all IP.
IT:AM Semina Series - Managing your secrets, protecting your assets - CambridgeEversheds Sutherland
This document summarizes an IT seminar series held by Eversheds LLP on managing secrets and protecting assets. The agenda included discussions on trade secret protection, non-disclosure agreements, software licensing, and the proposed Communications Data Bill. Key topics included how to define confidential information, analyzing NDAs, enforcing trade secret rights, and implications of the UsedSoft v. Oracle ruling for allowing resale of perpetual software licenses. Attendees were advised to prepare for expanded data collection powers under the new bill. The seminar provided legal perspectives on maintaining confidentiality in business.
IP Outsourcing Problems... Tanenbaum, wtanenbaum@kayescholer.com Kaye Schole...William Tanenbaum
This document discusses 10 common intellectual property issues that can arise in information technology outsourcing and cloud computing arrangements. These issues include determining ownership of work product, properly assigning intellectual property rights, managing joint ownership of collaborative work, ensuring appropriate scope of licensing rights, crafting effective indemnification provisions, and protecting customer information and data. The document provides analysis and potential solutions for addressing each issue.
Successful Strategies for IP Due Diligencejrstorella
The document discusses strategies for preparing for intellectual property (IP) due diligence by potential investors. It recommends resolving freedom to operate issues, building a strong IP portfolio, cleaning up title to IP, negotiating solid license agreements, and organizing the IP portfolio. Conducting thorough freedom to operate analyses and having explanations prepared for any problematic patents is key. The document emphasizes excluding competitors through broad patent claims and focusing on enforceability. It also stresses having clean and complete title to all IP.
The document discusses the importance of properly planning and structuring the acquisition of a computer system. It recommends that users work with qualified consultants and legal/tax advisors to address important issues before negotiating with suppliers. Issues like hardware/software configurations, contractual terms, tax benefits, responsibilities of parties should all be clarified upfront. The document outlines different types of agreements that may be required like hardware/software licenses, maintenance, and suggests users obtain all standard contract forms from suppliers early in the process to allow proper review and negotiation. Having the right team and preparation is key to avoiding later problems and ensuring user needs are met.
It all starts with an epiphany. Every invention begins with a single “eureka moment” or some “brilliant revelation” that causes the inventor to take action.
These epiphanies become the idea seeds planted by inventors around the world. But we can only wish the process was as simple as adding water and fertilizer and waiting for the ideas to spring to life.
Inventions are not just patents to be hung on a wall. They are the starting point for a new business enterprise. So, not only does the inventor have to figure out how to create a working product or device, they also have to drive it forward, creating a business model that will enable it to survive. And that’s where we come in.
The Inventor Boot Camp will help you focus on what’s important. We will show you ways to leverage your time and resources, eliminate unnecessary work, and direct your energies towards driving your product forward. And most importantly, we will teach you what it takes to become successful.
Key Strategies to Learn
How to perform an early stage benefit/market analysis to decide in advance who your end customer will be. Once you fully understand who your customer is, only then can you begin to piece together your business model.
How to develop a profit-centric mindset, the same thinking used by most successful inventors, to maximize your odds of success.
How to decide if your invention needs to be patented. If it doesn’t, this can save you significant amounts of money.
Who you should be listening to. Advice will come from many sources, but not all of it will be good.
How to best position yourself for funding. Hear it directly from the people who have money to invest.
This document discusses topics to cover in a pre-discovery conference, including the scope of discovery, search strategies, preservation of electronic documents, privilege issues, and cooperation between parties. An effective pre-discovery conference requires understanding the issues in the case, how clients store documents, and where relevant information can be found. It aims to narrow the scope of discovery and develop strategies for identifying, collecting, and reviewing electronic documents in a reasonable manner. Areas of disagreement should also be addressed.
Technology Transfer in an Emerging EconomyMarcel Mongeon
Presentation made on August 13, 2009 in Nairobi Kenya. Sponsored by the Institute of Economic Affairs, this presentation highlights the improtant of engaging in technology transfer to being the results of publicly-funded research into actual use. Tips and traps of the process were highlighted.
This document discusses maximizing and protecting intellectual property. It defines intellectual property as patents, copyrights, trademarks, and trade secrets. It emphasizes the importance of intellectual property for companies and provides examples of how intellectual property adds value. Finally, it discusses strategies for protecting intellectual property, such as patents, non-disclosure agreements, and employee contracts, as well as generating revenue from intellectual property through licensing.
Business Law & Order - January 21, 2012AnnArborSPARK
This document summarizes a presentation on technology licensing given by Mark Malven and Jeanne Whalen of Dykema law firm. It discusses the basic concepts of technology and intellectual property licensing, including the anatomy of license agreements, financial terms, ownership issues, and special considerations around bankruptcy and change of control. Key topics covered include the differences between assignments and licenses, exclusive vs non-exclusive licenses, royalty structures, handling improvements and enforcement rights, and dealing with joint ownership of intellectual property. The presentation provides an overview of important legal and business issues to consider for technology licensing agreements.
Annual Symposium of Dutch AIPPI at Zeist, 13 March 2013. Presentation on the status of protection for trade secrets for the 2013 Dutch AIPPI group symposium - prior to the draft EU Directive
This document discusses patents and intellectual property. It covers basic patent law, the patent system, types of patents including utility patents, design patents and plant patents. It discusses requirements for patents including that inventions must be novel, useful and non-obvious. It provides examples of patented inventions and discusses patent law in the United States. It also discusses patents for software and intellectual property rights as they relate to software.
Oracle ACE Director Dan Morgan and Performance Tuning Corporation (PTC) Chief Strategy Officer Mark Swanholm present data security and the choices ahead for your organization. For more information about Performance Tuning Corporation, visit our website www.perftuning.com .
What is discussed in this presentation?
Security breaches and data theft have made big news headlines in recent months, from Target, to Home Depot and most recently Sony and Chick-Fil-A. Data is one of the most valuable assets in your business and organizations like yours need to be confident they are prepared for future security threats or risk loss of trust from customers and, possibly, unrecoverable financial losses.
But how do you approach security in your environment?
How confident are you that your data is secure?
And what are the objectives and right level of investment needed for the regulatory environment that exists today?
What about tomorrow – will the Security Wars leave your company devastated?
Oracle ACE Director Dan Morgan, an internationally recognized expert in database technology and former University of Washington lecturer, and Mark Swanholm, PTC’s Chief Strategy Officer and 22 year IT Veteran, address the issue of data security from the standpoint of what it is, how to approach it, and what is actually required to avoid being the next victim of hackers.
This Performance Tuning Corporation presentation is focusing on strategy, management, planning, and budgeting, and provides you and your management team the information they need to plan make the best possible decision with respect to an investment to secure your data.
Attorneys Mauricio Uribe and Bryan McWhorter hosted a virtual presentation on Protecting User Interface Technologies. The webinar covered different intellectual property strategies for protecting user interface technologies. Leveraging years of focused prosecution practice, Knobbe Martens practitioners will provided practical insights related to identifying potential protectable subject matter, and selecting appropriate intellectual property strategies.
Presentation made on July 29 2009 in Centurion, RSA to attendees from Innovation Fund, DST and other related people. The presentation paid specific attention to the interaction between patent professionals and the technology transfer process in publicly-funded research institutions..
A summary of terms that should be included in licence agreements. Presented at an ASEAN-USPTO Program on Technology Transfer in Bangkok, Thailand, July 2, 2009.
This webinar discusses capturing and protecting a company's intellectual property. It begins with an introduction to intellectual property, including the key questions around identifying, valuing, procuring, monetizing, and enforcing IP-protected assets. The webinar then covers specific types of intellectual property like copyrights, trademarks, trade secrets and patents. It provides guidance on developing an intellectual property strategy and outlines best practices for protecting trade secrets and other intellectual property. The webinar concludes with a discussion of successfully managing a company's intellectual portfolio.
Leveraging ip and patent strategy for business growthIQPC
IBM and Dako take different approaches to patent strategy based on their business models. IBM generates $1 billion annually from licensing its large patent portfolio through centralized licensing and joint development agreements, even with competitors. For smaller companies like Dako, the focus is on using intellectual property to enable business growth, either through internal innovations or combining external technologies.
This document discusses key considerations for IT contracts, including:
- IT contracts address ownership issues like intellectual property that are more complex than other contracts.
- When acquiring an IT product, a contract must specify whether it is for an off-the-shelf generic product or a custom-built product.
- Important elements to define for IT contracts include deliverables, ownership, maintenance, upgrades, and intellectual property.
- Outsourcing IT requires clauses around auditing, benchmarking, reversibility, and service level agreements.
- Developing an internal IT product also requires addressing intellectual property ownership of employee and consultant work.
My score is 5. We have a defined strategy but it could be better aligned with the wider business goals and priorities.
2) Legal Risk Management
Processes to identify, assess and mitigate risks
0 5 10
• Ad hoc risk • Formal risk identification
identification and assessment
• No risk register • Risk register in place
This document summarizes key employment law issues and recent developments in the UK, including:
- Updates on harassment and discrimination related to protected characteristics.
- Recent cases related to the duty to make reasonable adjustments for employees with disabilities.
- Proposed changes to collective redundancy consultation rules to reduce minimum periods.
- Reforms in the Enterprise and Regulatory Reform Bill, including mandatory pre-claim conciliation, changes to unfair dismissal awards, and reductions to Equality and Human Rights Commission powers.
The document discusses product recalls and outlines key points:
1) Food safety incidents and product recalls are increasing in the UK and Europe, driven by factors like tighter regulations, more testing, and increased whistleblowing.
2) Companies should take steps to minimize recall risks such as supplier audits, traceability systems, and being aware of specification changes.
3) It is important for companies to prepare recall plans in advance, with considerations like clear communication strategies, documentation, and liaising with regulators.
4) Social media can now play a key role in product recalls by allowing companies to directly engage customers, provide transparency, and counter misinformation - but it must be used strategically along with
This document provides an overview of nuisance principles and risk management of potential nuisance claims. It discusses what constitutes a private, public, or statutory nuisance; claimant and defendant roles; available defenses; and remedies. It also addresses measuring odours, why nuisance cases can be difficult to defend, typical timelines and communications strategies for claims, and risk management through control of issues and engagement with regulators, residents, and site operatives.
The document discusses ways that companies can monetize their intellectual property assets to increase corporate valuation and access capital. It outlines approaches like utilizing tax credits for research and development, establishing IP holding companies, licensing or selling non-core IP, litigating to generate licensing revenue or preserve margins, using IP as collateral for loans, and securitizing IP-driven revenue streams. The document also proposes transferring IP assets to a special purpose vehicle that can then license the IP to help address pension scheme shortfalls in a way that brings the pension plan closer to a realizable asset.
The document discusses ways that companies can monetize their intellectual property assets to increase corporate valuation and access capital. It outlines approaches like outlicensing or selling non-core IP, using IP as collateral, securing tax benefits, and transferring IP to pension funds to reduce deficits. Effective monetization requires identifying, managing, and exploiting IP through governance processes that cut costs, demonstrate value, raise capital, optimize tax, and strengthen pensions.
The document discusses the importance of properly planning and structuring the acquisition of a computer system. It recommends that users work with qualified consultants and legal/tax advisors to address important issues before negotiating with suppliers. Issues like hardware/software configurations, contractual terms, tax benefits, responsibilities of parties should all be clarified upfront. The document outlines different types of agreements that may be required like hardware/software licenses, maintenance, and suggests users obtain all standard contract forms from suppliers early in the process to allow proper review and negotiation. Having the right team and preparation is key to avoiding later problems and ensuring user needs are met.
It all starts with an epiphany. Every invention begins with a single “eureka moment” or some “brilliant revelation” that causes the inventor to take action.
These epiphanies become the idea seeds planted by inventors around the world. But we can only wish the process was as simple as adding water and fertilizer and waiting for the ideas to spring to life.
Inventions are not just patents to be hung on a wall. They are the starting point for a new business enterprise. So, not only does the inventor have to figure out how to create a working product or device, they also have to drive it forward, creating a business model that will enable it to survive. And that’s where we come in.
The Inventor Boot Camp will help you focus on what’s important. We will show you ways to leverage your time and resources, eliminate unnecessary work, and direct your energies towards driving your product forward. And most importantly, we will teach you what it takes to become successful.
Key Strategies to Learn
How to perform an early stage benefit/market analysis to decide in advance who your end customer will be. Once you fully understand who your customer is, only then can you begin to piece together your business model.
How to develop a profit-centric mindset, the same thinking used by most successful inventors, to maximize your odds of success.
How to decide if your invention needs to be patented. If it doesn’t, this can save you significant amounts of money.
Who you should be listening to. Advice will come from many sources, but not all of it will be good.
How to best position yourself for funding. Hear it directly from the people who have money to invest.
This document discusses topics to cover in a pre-discovery conference, including the scope of discovery, search strategies, preservation of electronic documents, privilege issues, and cooperation between parties. An effective pre-discovery conference requires understanding the issues in the case, how clients store documents, and where relevant information can be found. It aims to narrow the scope of discovery and develop strategies for identifying, collecting, and reviewing electronic documents in a reasonable manner. Areas of disagreement should also be addressed.
Technology Transfer in an Emerging EconomyMarcel Mongeon
Presentation made on August 13, 2009 in Nairobi Kenya. Sponsored by the Institute of Economic Affairs, this presentation highlights the improtant of engaging in technology transfer to being the results of publicly-funded research into actual use. Tips and traps of the process were highlighted.
This document discusses maximizing and protecting intellectual property. It defines intellectual property as patents, copyrights, trademarks, and trade secrets. It emphasizes the importance of intellectual property for companies and provides examples of how intellectual property adds value. Finally, it discusses strategies for protecting intellectual property, such as patents, non-disclosure agreements, and employee contracts, as well as generating revenue from intellectual property through licensing.
Business Law & Order - January 21, 2012AnnArborSPARK
This document summarizes a presentation on technology licensing given by Mark Malven and Jeanne Whalen of Dykema law firm. It discusses the basic concepts of technology and intellectual property licensing, including the anatomy of license agreements, financial terms, ownership issues, and special considerations around bankruptcy and change of control. Key topics covered include the differences between assignments and licenses, exclusive vs non-exclusive licenses, royalty structures, handling improvements and enforcement rights, and dealing with joint ownership of intellectual property. The presentation provides an overview of important legal and business issues to consider for technology licensing agreements.
Annual Symposium of Dutch AIPPI at Zeist, 13 March 2013. Presentation on the status of protection for trade secrets for the 2013 Dutch AIPPI group symposium - prior to the draft EU Directive
This document discusses patents and intellectual property. It covers basic patent law, the patent system, types of patents including utility patents, design patents and plant patents. It discusses requirements for patents including that inventions must be novel, useful and non-obvious. It provides examples of patented inventions and discusses patent law in the United States. It also discusses patents for software and intellectual property rights as they relate to software.
Oracle ACE Director Dan Morgan and Performance Tuning Corporation (PTC) Chief Strategy Officer Mark Swanholm present data security and the choices ahead for your organization. For more information about Performance Tuning Corporation, visit our website www.perftuning.com .
What is discussed in this presentation?
Security breaches and data theft have made big news headlines in recent months, from Target, to Home Depot and most recently Sony and Chick-Fil-A. Data is one of the most valuable assets in your business and organizations like yours need to be confident they are prepared for future security threats or risk loss of trust from customers and, possibly, unrecoverable financial losses.
But how do you approach security in your environment?
How confident are you that your data is secure?
And what are the objectives and right level of investment needed for the regulatory environment that exists today?
What about tomorrow – will the Security Wars leave your company devastated?
Oracle ACE Director Dan Morgan, an internationally recognized expert in database technology and former University of Washington lecturer, and Mark Swanholm, PTC’s Chief Strategy Officer and 22 year IT Veteran, address the issue of data security from the standpoint of what it is, how to approach it, and what is actually required to avoid being the next victim of hackers.
This Performance Tuning Corporation presentation is focusing on strategy, management, planning, and budgeting, and provides you and your management team the information they need to plan make the best possible decision with respect to an investment to secure your data.
Attorneys Mauricio Uribe and Bryan McWhorter hosted a virtual presentation on Protecting User Interface Technologies. The webinar covered different intellectual property strategies for protecting user interface technologies. Leveraging years of focused prosecution practice, Knobbe Martens practitioners will provided practical insights related to identifying potential protectable subject matter, and selecting appropriate intellectual property strategies.
Presentation made on July 29 2009 in Centurion, RSA to attendees from Innovation Fund, DST and other related people. The presentation paid specific attention to the interaction between patent professionals and the technology transfer process in publicly-funded research institutions..
A summary of terms that should be included in licence agreements. Presented at an ASEAN-USPTO Program on Technology Transfer in Bangkok, Thailand, July 2, 2009.
This webinar discusses capturing and protecting a company's intellectual property. It begins with an introduction to intellectual property, including the key questions around identifying, valuing, procuring, monetizing, and enforcing IP-protected assets. The webinar then covers specific types of intellectual property like copyrights, trademarks, trade secrets and patents. It provides guidance on developing an intellectual property strategy and outlines best practices for protecting trade secrets and other intellectual property. The webinar concludes with a discussion of successfully managing a company's intellectual portfolio.
Leveraging ip and patent strategy for business growthIQPC
IBM and Dako take different approaches to patent strategy based on their business models. IBM generates $1 billion annually from licensing its large patent portfolio through centralized licensing and joint development agreements, even with competitors. For smaller companies like Dako, the focus is on using intellectual property to enable business growth, either through internal innovations or combining external technologies.
This document discusses key considerations for IT contracts, including:
- IT contracts address ownership issues like intellectual property that are more complex than other contracts.
- When acquiring an IT product, a contract must specify whether it is for an off-the-shelf generic product or a custom-built product.
- Important elements to define for IT contracts include deliverables, ownership, maintenance, upgrades, and intellectual property.
- Outsourcing IT requires clauses around auditing, benchmarking, reversibility, and service level agreements.
- Developing an internal IT product also requires addressing intellectual property ownership of employee and consultant work.
My score is 5. We have a defined strategy but it could be better aligned with the wider business goals and priorities.
2) Legal Risk Management
Processes to identify, assess and mitigate risks
0 5 10
• Ad hoc risk • Formal risk identification
identification and assessment
• No risk register • Risk register in place
This document summarizes key employment law issues and recent developments in the UK, including:
- Updates on harassment and discrimination related to protected characteristics.
- Recent cases related to the duty to make reasonable adjustments for employees with disabilities.
- Proposed changes to collective redundancy consultation rules to reduce minimum periods.
- Reforms in the Enterprise and Regulatory Reform Bill, including mandatory pre-claim conciliation, changes to unfair dismissal awards, and reductions to Equality and Human Rights Commission powers.
The document discusses product recalls and outlines key points:
1) Food safety incidents and product recalls are increasing in the UK and Europe, driven by factors like tighter regulations, more testing, and increased whistleblowing.
2) Companies should take steps to minimize recall risks such as supplier audits, traceability systems, and being aware of specification changes.
3) It is important for companies to prepare recall plans in advance, with considerations like clear communication strategies, documentation, and liaising with regulators.
4) Social media can now play a key role in product recalls by allowing companies to directly engage customers, provide transparency, and counter misinformation - but it must be used strategically along with
This document provides an overview of nuisance principles and risk management of potential nuisance claims. It discusses what constitutes a private, public, or statutory nuisance; claimant and defendant roles; available defenses; and remedies. It also addresses measuring odours, why nuisance cases can be difficult to defend, typical timelines and communications strategies for claims, and risk management through control of issues and engagement with regulators, residents, and site operatives.
The document discusses ways that companies can monetize their intellectual property assets to increase corporate valuation and access capital. It outlines approaches like utilizing tax credits for research and development, establishing IP holding companies, licensing or selling non-core IP, litigating to generate licensing revenue or preserve margins, using IP as collateral for loans, and securitizing IP-driven revenue streams. The document also proposes transferring IP assets to a special purpose vehicle that can then license the IP to help address pension scheme shortfalls in a way that brings the pension plan closer to a realizable asset.
The document discusses ways that companies can monetize their intellectual property assets to increase corporate valuation and access capital. It outlines approaches like outlicensing or selling non-core IP, using IP as collateral, securing tax benefits, and transferring IP to pension funds to reduce deficits. Effective monetization requires identifying, managing, and exploiting IP through governance processes that cut costs, demonstrate value, raise capital, optimize tax, and strengthen pensions.
This lecture discusses several legal issues relating to intellectual property and software, including copyright issues, intellectual property rights, and acts protecting consumers. It covers topics such as software licenses, patents, trademarks, liability for faulty software, and computer misuse. Intellectual property for software can be protected through patents, copyrights, trademarks, and trade secrets. Copyright issues and consumer protection acts govern transactions of software.
FLIGHT Amsterdam Presentation - Don’t Let Open Source Software Kill Your DealBlack Duck by Synopsys
Flight Amsterdam presentation by Anthony Decicco, Shareholder, GTC Law Group
Open source software is increasingly centric to transactions, whether licensing, mergers, acquisitions, financing, insurance, offerings or loans, and the deal landscape is changing with the prevalence of representation and warranty insurance, heightened focus on security vulnerabilities and increasing litigation. As such, it is important to understand and re-visit key open source software-related issues and deal points to accelerate your deal, avoid unnecessary due diligence and realize the most value from your open source software-related compliance efforts.
Flight WEST 2018 Presentation - A Buyer Investor Playbook for Successfully Na...Black Duck by Synopsys
Anthony Decicco, shareholder, GTC Law Group presented at FLIGHT West 2018. His session description included:
A buyer and investor focused discussion of key open source software-related issues and deal points. Understanding the key legal and technical risks, as well as strategies for mitigating them, will help you to focus due diligence, speed and smooth negotiations and get better deal terms, increasing overall value and avoiding post-transaction surprises.
For more information, please visit us at www.blackducksoftware.com
This document provides guidance on avoiding procuring intellectual property (IP) when doing procurement. It discusses:
1) Different IP rights that can apply simultaneously, such as patents, copyrights, and trademarks.
2) Using agreements as an "early warning system" to specify deliverables, IP ownership, and audit rights to prevent issues around customized work and subcontractors.
3) Recommendations for indemnities, damages, joint IP ownership, and protecting customer IP in outsourcing and cloud computing arrangements.
The Gannons Intellectual Property Technology seminar brings together respected professionals from the legal and commercial technology sectors.
Our seminar covers:
Tech and Software: Discover how businesses navigate, embrace and compete with the deluge of disruptive technologies.
IP Tech from a Legal perspective: Resolve the major legal challenges faced by tech firms. We share our knowledge and expertise.
IP Insurance: Intellectual property insurance needn't be expensive. We demonstrate the options available for Tech businesses.
The Speakers:
Jimmy Vestbirk - a technologist with a focus on LawTech and works with start ups.
Graham Bell - a technical consultant specialising in product development, and has extensive international experience advising clients in the creation, application and exploitation of technology with a core focus in telecommunications and consumer electronics.
Amardeep Dhillon - a barrister who specialises in IP. Amardeep is regularly instructed in matters in the High Court, Companies Court and has appeared before the Court of Appeal. He will discuss case studies on IP and Technology.
An IP Expert in ATE (after the event) and BTE (before the event) insurance solutions helping businesses to reduce their financial risks in litigation.
Winning the Cage-Match: How to Successfully Navigate Open Source Software iss...Black Duck by Synopsys
A blow-by-blow discussion of key open source software-related issues and deal points from the point of view of buyer/investor vs. seller/investee. Understanding the key legal and technical risks, as well as strategies for mitigating them, will help you to speed and smooth negotiations, avoid protracted due diligence and get better deal terms, increasing overall value.
A presentation on cloud computing and its impact in the boardroom. Presented to the Australian Institute of Company Directors , this presentation covers:
1. What legal contracts and provisions should be put in place for IT?
2. Liability issues – what insurance do you need?
3. Privacy obligations and protecting data – key legislation and its application
Brendon Noney
The document outlines the top 10 intellectual property mistakes made by emerging companies, including failing to properly assign intellectual property rights to contractors, not filing patent applications within statutory deadlines, and underestimating the importance of freedom to operate analyses and trademark registrations to protect the value of a company's innovations and brand. It emphasizes the need for startups to develop an intellectual property strategy and budget that focuses on commercially valuable intellectual property and properly establishes ownership of employee and contractor work.
Software has tremendous commercial potential that’s growing every day. So when you work in a federal lab, you need to know how to harness it! Our webinar will help you figure out how to make this underestimated intellectual property (IP) part of your T2 strategy.
This webinar will help you understand the basics of software protection and commercialization, and how they can fit into your T2 program, including:
Methods of protecting software
GOGO and GOCO processes and their differences
Various software distribution models and their merits.
Our panel features three T2 experts in thinking out–of–the–box, who have made software work for them—Barry Datlof, Army Medical Research and Materiel Command; Kathleen McDonald, Los Alamos National Laboratory; and Aaron Sauers, Fermilab.
The panelists will also use participants’ input and feedback to hone the “Software Topics” session they’re presenting at this year’s national meeting—tailoring it to your needs.
This document provides an overview of copyright and key terms in IT contracts. It begins with an introduction to intellectual property and different types of IP protections. It then discusses common copyright problems that can arise, such as misunderstanding the scope of rights granted in a software license. The document also covers important contract terms for various types of IT agreements, such as those related to development, licensing, services, pricing, and limitations on liability. Key considerations for contract terms like ownership, IP licenses, and warranties are also outlined.
OSSF 2018 - Andrew Katz of Moorcrofts - OpenChain: a Tested Framework for Ope...FINOS
OpenChain is a scalable, flexible compliance programme, developed by the Linux Foundation. Based on well-understood compliance programmes such as ISO 27001, it maps existing supply-chain procurement and production practices from other sectors into software development. It provides a great foundation for businesses of all sizes to adopt appropriate practices and procedures in place to control development and supply chain risks, with particular emphasis on open source licence compliance. Already adopted by companies like Qualcomm, Siemens, Toyota and ARM, it’s rapidly becoming a procurement standard for open source and open-source-derived software. The speaker, Andrew Katz, has helped companies of all sizes to adopt open chain procurement practices, and presents case studies on the process and benefits.
This document provides tips and best practices for negotiating IT contracts in the mining industry, with a focus on software licensing, cloud computing, and IT outsourcing agreements. Some key points discussed include: doing due diligence on software licenses; understanding cloud computing risks around data location and security; and structuring outsourcing agreements to clearly define responsibilities, service level agreements, and allocation of risk. The document provides detailed recommendations in each of these areas to help mining companies negotiate successful IT contracts.
This document discusses maximizing and protecting intellectual property. It defines intellectual property as patents, copyrights, trademarks, and trade secrets. It emphasizes the importance of intellectual property for companies and provides examples of how companies have benefited from or lost value due to their intellectual property. Finally, it discusses best practices for protecting intellectual property, such as patents, non-disclosure agreements, and employee agreements.
UTSpeaks Public Lecture: Clearing up the Cloud -19th July 2011 - Rob Living...Livingstone Advisory
How should we navigate the pitfalls of IT’s newest ‘big opportunity’?
For individuals and small business, Cloud computing via the Internet offers unprecedented access to systems, software and technologies, previously restricted to the corporate world, at little or no cost.
But for mid-sized and large organisations, the reality of adopting Cloud computing presents a whole new set of costs, risks and governance implications, quite different to those in traditional in-house IT systems.
This public lecture provides a concise, plain English overview of Cloud computing and what it means for businesses in Australia. It explores the privacy, security, commercial, regulatory, cost, risk and internal governance challenges that organisations, as well as the wider community, should be aware of.
Proactive sell side due diligence to identify, inventory, assess, and, when necessary, remediate open source risks helps ensure the target company receives the best value for its products in an M&A event (and avoid lawsuits). Discovering these problems late in the game can dramatically affect the final purchase price, trigger the need for additional/longer/enhanced escrows, delay closing or even cause an acquisition to be called off altogether.
This document provides an overview of open source software obligations and management. It discusses what open source software is, licensing types and compliance obligations, case studies on financial and M&A due diligence, and how to establish a baseline and gain approval for open source package usage. Automated tools are recommended for accurately tracking open source components, licenses, and security vulnerabilities across the development lifecycle. Presenters from legal and consulting firms discuss open source legal risk and best practices for adoption and compliance.
This document discusses key considerations for software licensing agreements. It covers topics like copyright protections for software, types of license agreements, license grants, delivery and acceptance terms, representations and warranties, maintenance and support, infringement indemnification, proprietary rights, and source code escrow. The document emphasizes that software licensing raises complex legal issues and it is important for agreements to address topics like license scope, warranties, support obligations, rights to modifications, and protections in the event of vendor bankruptcy.
Inception Securities is a security consulting firm that began in 2002 providing database performance tuning and security services. It now employs 22 full-time staff, including 4 who would focus on a new state government contract. The firm holds relevant security certifications and has won 4 major contracts in the last 4 years. The document discusses the background and specialties of Inception Securities staff that would be assigned to the project, including their project manager, network administrator, database security expert, risk manager, and procurement/compliance officer. It provides an overview of Inception's approach to security across different domains including network administration, data administration, risk management, procurement, and compliance.
William A. Tanenbaum Association of Benefit Administrators April 2015William Tanenbaum
The document discusses how IT agreements can lead to data security breaches and provides recommendations to address this issue. It finds that third-party IT providers and their subcontractors are common causes of breaches due to security deficiencies. To prevent breaches, the document recommends conducting reviews of existing IT contract provisions, including security standards, auditing practices against contracts, and renegotiating contracts to include up-to-date data security requirements. It also provides a checklist of security-focused provisions that should be included in new contracts, such as requirements for encryption, audits, and cooperation on improving security practices.
Similar to IT:AM Semina Series - Managing your secrets, protecting your assets - Nottingham (20)
The fourth industrial revolution – Understanding the opportunities and threats
With the speed of change that the new wave of technology represents we will consider the changing impact on business.
Conduct Risk – What Corporates Can Learn From The Financial SectorEversheds Sutherland
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2. IT:AM Seminar Series
Agenda
• 08:30 – 09:30 The business of secrecy
• 09:30 – 09:45 Coffee break
• 09:45 – 10:05 UsedSoft GmbH v Oracle International Corp
• 10:05 – 10:25 Communications Data Bill
• 10:25 – Close Q&A and networking
4. The business of secrecy
Secrecy today – a modern business issue
• 80% of your corporate value is intangible
• The value of trade secrets is rising, why?
• eg: America Invents Act, technology driving more effective data
usage, IP is now firmly in the boardroom
• Are trade secrets underrated ………or even protected
• From Charlie and the Chocolate Factory to date – espionage is
alive and well in 2012
.....scene 1
5. The business of secrecy
How does confidence arise?
• The necessary quality of confidence
– not a precise concept, necessarily flexible
– (non public) formulae, algorithms – obviously yes
– matters in the public domain – obviously not
– encryption may not protect confidentiality if decryption is
possible and the encrypted version is published
and...
• Disclosure in circumstances of confidence
– under a NDA
– an obviously confidential exchange
– a confidential relationship, eg solicitor/client etc
6. The business of secrecy
Who owns confidential information?
• Distinguish ownership of physical materials and intangible rights
– both are important
• Confidential materials may also attract protection from
intellectual property rights eg copyright, database right
• Confidentiality is not an IP right so effective protection is via:
– controlling disclosure of physical materials
– establishing a contractual/tort based duty in your favour
• Trade secret transactions depend on this
7. The business of secrecy
Analysing NDAs – if you’re the discloser
• Ensure you have defined what you want to protect and consider
duration based on the commercial longevity of the information
• Make clear records of disclosure – make it clear that disclosures
made are subject to the NDA
• Reject residual clauses and consider the risk of a recipient
generating new IP based on the disclosed material
• Consider governing law and forum for enforcement
8. The business of secrecy
Analysing NDAs – if you’re the recipient
• Define what information is covered – reject broad clauses and
descriptions
• Ensure there is a duration to the obligations
• Consider risk of “taint” – is the disclosed information too close to
what you are doing?
• Consider a residuals clause
• Consider ownership of derivative analyses
9. The business of secrecy
Analysing NDAs – mutual disclosure
• Is it really a mutual disclosure, have you got the right
protections?
• Seek a fair middle ground
• Consider holding back key information
10. The business of secrecy
Escrow clauses – conventional position
• Material – software source code
• Release events – insolvency, material breach of support
• Scope of use – providing software support (by fixing) internally
11. The business of secrecy
Escrow clauses – consider other material
• Hardware – bill of materials
• Firmware
• Technical specifications
• Other materials
12. The business of secrecy
Escrow clauses – consider other release events
• Anticipatory insolvency/financial distress triggers
• Change of control
• Reputational risk – CSR
• Service level triggers
• General material breach/other breach
and any other situations where you would need the materials
13. The business of secrecy
Escrow clauses – consider scope of use
• Customer support
• Software distribution
• Hardware manufacture
• Subject to a reasonable royalty?
and assess these measures against your general business/product
continuity planning
14. The business of secrecy
Routes to enforcing trade secret protection
• Move quickly to limit damage and to increase prospects of
obtaining an injunction
• Gather evidence by:
– identifying links to party suspected of breach
– speaking to employees and ex-employees
– investigating IT systems and access to trade secrets
– obtaining a copy of the solution (reverse engineering or
carrying out a code comparison)
15. The business of secrecy
Routes to enforcing trade secret protection
• Consider whether an injunction and/or claim would be
appropriate and proportionate
• Consider whether a criminal offence has been committed
• Take steps to protect your secrets from the outset
16. The business of secrecy
Employees and confidential information
• Employer/employee duty based on mutual trust and confidence
• Includes an implied obligation to respect the employer’s
confidential information
• Most employers use express confidentiality obligations as well
17. The business of secrecy
Employees and confidential information – after
cessation of employment
• Trade secrets may not be used post termination
• Other “mere” confidential information is not protectable and the
employee can use this (but is this limited to “tools of the trade”
know how?)
• However, is this activity:
– genuine trade secret; or
– employee know-how and skill
18. The business of secrecy
Employees and confidential information – practical
measures
• Garden leave or other covenants
• Monitor IT activity
• Exit interview - reminder
• Review subsequent activity for suspicious similarity
20. UsedSoft GmbH v Oracle International Corp
Facts
• Oracle
– software owner and distributor
– software is downloaded by customers from the Oracle website
– customer enters into licence agreement with Oracle under
which the customer is granted a perpetual, non-exclusive,
non-transferable right to use the software
• UsedSoft
– seller of used software licences, including Oracle licences
21. UsedSoft GmbH v Oracle International Corp
Decision
• Article 4(2) of the Directive on the Legal Protection of computer
programs (2009/24) (“the Software Directive”) provides that the
first sale of a copy of a software program in the EU by the
copyright holder or with the copyright holder’s consent exhausts
the distribution right of that copy within the EU
• After the first authorised sale of a copy of a copyright-protected
work, the work may be freely distributed within the EU
• ECJ consideration: did the downloading of a copy of a software
program with the copyright holder’s consent fall within the scope
of Article 4(2) and constitute a first sale?
22. UsedSoft GmbH v Oracle International Corp
Decision...
• ECJ held that Article 4(2) was triggered if the copyright holder
authorises a download of a copy and a consequential right to use
the software perpetually in return for a payment of a fee
corresponding to the economic value of the copy
• It also found that there was no difference between an intangible
medium (such as a download) and a tangible medium (CD-ROM,
DVD etc) for the purposes of Article 4(2)
23. UsedSoft GmbH v Oracle International Corp
Decision...
• UsedSoft were therefore entitled to rely on the exhaustion of
distribution rights under Article 4(2) to continue to purchase and
resell Oracle licences
• Certain restrictions:
– not entitled to split out licences and resell part
– original acquirers of software must make own copy unusable
at the time of resale
– copyright holders are entitled to ensure that the original
acquirers copy of the software is made unusable
24. UsedSoft GmbH v Oracle International Corp
Decision...
• Maintenance agreements do not fall under Article 4(2) but Article
4(2) will extend to the resulting software updates and added
functionalities as they form an integral part of the software
downloaded
25. UsedSoft GmbH v Oracle International Corp
What are the implications for software owners?
• Undermines the ability of software owners to control the transfer
of software
• Non-transfer and non-assignment provisions in licensing
arrangements will have no effect if ‘licence’ is granted
perpetually, for a lump sum fee
• Under the principles applied by the ECJ, if these elements are
met, then will deemed to be a ‘first sale’
26. UsedSoft GmbH v Oracle International Corp
Avoiding the trigger!
• Time-limited licences
– annually renewable
– fixed short terms
– longer 15 years+ terms (Note: ‘sham’ terms)
• ‘Software as a Service’ model
• Pricing structures- avoid lump sum payments
• Employ technical methods so as to prevent the licensee’s copy of
the software remaining usable on transfer
27. UsedSoft GmbH v Oracle International Corp
Other considerations
• Provisions for early termination - how are these to be treated?
– breach
– change of control
– insolvency
• To what extent will a transferee be bound by the terms of the
original licence?
• Is any positive action required by the transferor? Supply of
dongle, disk, etc?
• Associated support and maintenance agreements
28. UsedSoft GmbH v Oracle International Corp
What are the implications for licensees?
• Opens up potential revenue streams- licensees will now have the
ability to resell software which is no longer required by them
• In order to do this, licensees must ensure that they
– obtain a supply copy of the software
– obtain a perpetual licence
– pay a lump sum licence fee
• Licensees should consider the commercial implications of a lump
sum fee
• May not be as beneficial for sophisticated software
30. Communications Data Bill
Background
• All businesses use communications data
• Existing laws governing the retention of data apply to public
communications providers
• Draft Communications Data Bill will permit ‘authorised body’ to
order a telecommunications provider to generate, collect, retain
and disclose data to authorities that may require it
31. Communications Data Bill
What does the Communications Data Bill provide for?
• Secretary of State has power to:
– ensure communications data is available from
telecommunications operators by public authorities; or
– otherwise facilitate availability of communications data
32. Communications Data Bill
Who is a telecommunications operator?
• Telecommunications operator
– person who controls or provides a telecommunication system
or provides a telecommunications service
• Telecommunications system
– ...for the purpose of facilitating the transmission of
communications by an means involving the use of electrical or
electro-magnetic energy
• Telecommunications service
– ...consists in the provision of access to, and of facilities for
making use of, a telecommunication system
33. Communications Data Bill
What is communications data?
• Subscriber data – information about those to whom a
telecommunications service is provided
• Traffic data – information identifying any person, apparatus or
location to or from which a communication is transmitted
• Use data – information about the use made by a person of a
telecommunications service or system
34. Communications Data Bill
What orders can the Secretary of State make?
• Broad powers e.g. collection and generation of data, processing
and destruction of data
• Require operators to enter into arrangements with Secretary of
State or other third parties on commercial or other basis to
enable operators to collect data
• Enforce compliance with requirements regarding specified
standards, specified equipment/systems and specified techniques
in relation to collection and retention of data
35. Communications Data Bill
Are there any protections as to how the Secretary of
State can exercise its powers?
• Few protections
• Secretary of State must consult with Ofcom and Technical
Advisory Board (established under RIPA) before issuing an
order
• However, no obligation for Secretary of State to heed any
concerns raised during the consultation process
36. Communications Data Bill
Best practice
• Businesses should prepare for the bill now
• Consider:
– change control procedures
– vendors’ technical resources to collect/retain data
– provisions to pass compliance responsibilities to outsourcing
providers
– termination rights for non-compliance or where a business
needs to change communications vendor to ensure
compliance
• Raise concerns with stakeholders and MPs