Represented a Public Safety Software company with negotiating a computer development and programming agreement with Resolute Software, a computer programming and development company. Reviewed and negotiated the following terms in the Master Services Agreement: Service Performed, Ownership of the Software, Work Product and Inventions, Warranties, Indemnification, Limitation of Liability, Insurance, Data Privacy, Dispute Resolution, and Governing Law. Drafted a Mutual Non-disclosure Agreement for software code developers.
Assisted a global supplier of paints, coatings, specialty materials, and fiberglass with a GDPR Data Processing Agreement with Informatica, a software development company. Reviewed the GDPR Data Processing Agreement and Standard Contractual Clauses for GDPR compliant language. Negotiated better terms in the Definitions, Obligations of a Processor, Compliance with Laws, Audit of Records, Data Transfers, and Governing Jurisdiction and Law.
Represented a Texas Managed Service Provider with their customer contracting. The Managed Service Provider provides Managed Technology Services & IT Support, Secure Cloud Hosting & Recovery, Security, Compliance & Vulnerability Testing, Information Security & Compliance Software. Drafted the following documents: Value Added Reseller Agreement, and Software-as-a-Service Agreement.
Represented one of the largest manufacturers of external building products with a vendor agreement. Reviewed and negotiated the following terms in the Project Agreement and Statement of Work: Price and Payment Terms, Term and Termination, Work Facilities, Client Representative, Acceptance, Delivery, Warranties, Ownership of Deliverables, Notices, Disclaimers, and Hypertext Links, Marketing, Press Releases, Patent and Copyright Indemnification, Other Indemnification, Insurance, Limitation of Liability, Change Control Procedure, Dispute Resolution, Privacy and Security Obligations, and Governing Law.
Assisted a global supplier of paints, coatings, specialty materials, and fiberglass with a GDPR Data Processing Agreement . Reviewed the GDPR Data Processing Agreement and Standard Contractual Clauses for GDPR compliant language. Negotiated the Definitions, Obligations of a Processor, Compliance with Laws, Audit of Records, Data Transfers, General Requirements, Sub-processors, Indemnification, Effect of Termination, Governing Jurisdiction and Law, and Categories of Data Subjects.
Assisted a global leader in cybersecurity solutions, and HITRUST, a leader in cyber security and information risk management with drafting a Business Associate Agreement to present to customers. The cyber security company provides SOC-as-a-Service, Proactive Threat Defense, Managed Security, and other cyber services. Drafted and advised the client on the applicability and requirements of HIPAA compliant Business Associates Agreement.
Represented a Washington DC Managed Service Provider with drafting a Waiver of Liability for Protected Data to present to customers who did not follow security recommendations by the MSP and the MSP requested that protected information not be stored on the MSPs systems. The Managed Service Provider provides Managed IT Services, or Co-Managed IT Services. The Waiver of Liability disclaims all liability for any protected information provided to the MSP, which the MSP requested that data not be inputted into its systems, and it shifted the risk to the customer.
Assisted full-service real estate company specializing in residential and commercial leasing, property management, construction, and mortgage refinancing with an agreement with Careerbuilder, an employment screening, drug screening, pre-employment selection assessments and other HR solutions. Review and negotiated terms in the Master Services Agreement for the following: Protecting Consumer Information, Warranties, Limitation of Liability, Indemnification, Demarcation, Insurance, and Privacy and Security Obligations.
Represented a California Managed Service Provider with its customer contracting. The Managed Service Provider provides Managed IT, IT Support, Compliance, Cloud Hosting, and Virtualization. Drafted and prepared the following documents: Master Services Agreement, Managed Services Attachment, Pricing and Support Addendum, Cloud Services Agreement, Acceptable Use Policy, Project Services Attachment, Business Associates Agreement, and GLBA Addendum.
Represented a California Managed Service Provider with preparing customer agreements. The Managed Service Provider provides Managed IT, IT Support, Compliance, Cloud Hosting, and Virtualization. Drafted and prepared the following documents: Master Services Agreement, Managed Services Attachment, Pricing and Support Addendum, Cloud Services Agreement, Acceptable Use Policy, Project Services Attachment, Business Associates Agreement, and GLBA Addendum.
Assisted full-service real estate company specializing in residential and commercial leasing, property management, construction, and mortgage refinancing with an agreement with Zillow, an online real estate database company. Review and negotiated terms in the Master Services Agreement for the following: Repesentations and Warranties, Term and Termination, Early Cancellation Fee, Changes to Terms of Service, Disclaimer and Limitation of Liability, Indemnification, Insurance, and Privacy and Security Obligations.
Represented a large software company that provides risk management and asset protection software to the automotive and property insurance industries with vendor contracting with Amazon Web Services. Reviewed Amazons documentation for privacy law compliance (i.e., GDPR and CCPA). Reviewed the following Amazon Documentation: AWS Enterprise Agreement, AWS GDPR Data Processing Agreement, AWS Acceptable Use Policy, AWS Privacy Notice, AWS Service Terms, and AWS Trademark Guidelines.
Represented a global technology Managed Service Provider association with negotiating a software licensing agreement. Drafted a Software Licensing Term Sheet.
Represented a Texas Managed Service Provider in connection with preparing customer contracts for a University. The Managed Service Provider provides customized IT support and outsourcing services, network and cabling, software development, and phone systems consulting and services. Advised client on how to structure its contracts to meet the University and students’ needs.
Advised a Washington DC Managed Service Provider with their customer contracting. The Managed Service Provider provides Help Desk Support, Network Management, Vendor Management, and HotSpot Management. Advised the Managed Service Provider on several procedural mechanism to get older clients to sign up on new contracts.
Assisted a California IT Service Provider with its offering of an audit protection services Oracle and VMWare with a contracting question. The Managed Service Provider provides Oracle and VMware solutions and expert support nationwide. Advised the client on pricing. Analyzed the Master Services Agreement, Service Fees, and Attachments to make recommendations.
Advised a Florida DC Managed Service Provider with drafting Data Backup and Disaster Recovery Agreement. The Managed Service Provider provides Dispatch & Scheduling, Mobile Workforce Management, Order Processing, Warranty & Contract Management, Inventory Management, Reporting & Analysis, Financials, Cloud, and Integration Services. Drafted a standalone Data Backup and Disaster Recovery Agreement.
Advised an importer and distributor of building materials in the Pacific Northwest regarding data privacy and security laws. Advised company on data privacy and security laws throughout the US, Europe, and Canada (i.e., US Breach Notification Laws, GDPR, CCPA, PIPEDA). Drafted Information Security Incident Response Plan, Network Security, Privacy Policies, and Vendor Management Policies and Procedures.
Assisted a global supplier of paints, coatings, specialty materials, and fiberglass with a GDPR Data Processing Agreement, seeking to determine the role and obligations of the controller and a data processor. Reviewed the GDPR Data Processing Agreement and Standard Contractual Clauses for GDPR compliant language.
Assisted a Pittsburgh advertising agency with GDPR compliance questions, and a roadmap to seeking compliance.
Assisted full-service real estate company specializing in residential and commercial leasing, property management, construction, and mortgage refinancing with an agreement with Juniper Square, an investment management software company. Review Portal Terms of Use and Portal Privacy Policy and provided terms to address the following: Privacy Notice for California Residents under CCPA, and request that Juniper Square abide by applicable privacy laws while provisioning the services.
Assisted a California IT Service Provider with customer contracting. The Managed Service Provider provides Oracle and VMware solutions and expert support nationwide. Reviewed the Managed Services Agreement and negotiated better terms: Services, Term and Termination, Payment, Warranties & Disclaimers, Limitation of Liability, Insurance, Statute of Limitations, Force Majeure, Data Ownership, Confidentiality, Indemnification, Subcontracting, Assignment, Correspondence & Agency, and Legal Proceedings.
Assisted a California IT Service Provider with customer contracting with updating its customer contracts. The Managed Service Provider provides Oracle and VMware solutions and expert support nationwide. Reviewed the Managed Services Agreement and updated the following sections: Term, Termination, Termination for Convenience, Effect of Termination, Payment and Acceptance, Limitation of Liability, and Correspondence & Agency.
Assisted a California IT Service Provider with Oracle OLSA licensing question. The Managed Service Provider provides Oracle and VMware solutions and expert support nationwide. Reviewed the Oracle Licensing Services Agreement and advised the client regarding the licensing question regarding processors and cores disabled within the processor.
Represented a Pittsburgh advertising agency with GDPR Data Processing Agreement. Reviewed the Advertising, Marketing, Public Relations and Digital Agreement, and the GDPR Processing Agreement and negotiated better terms: Sub-processors, Transfers, Deletion of Data upon Termination, Supplier Audits, Supplier Audit Reports, Personal Data Transfers, and Standard Contractual Clauses.
Assisted full-service real estate company specializing in residential and commercial leasing, property management, construction, and mortgage refinancing with an agreement with Amazon Web Services. Reviewed Amazons documentation for privacy law compliance (i.e., GDPR and CCPA). Reviewed the following Amazon Documentation: AWS Enterprise Agreement, AWS GDPR Data Processing Agreement, AWS Acceptable Use Policy, AWS Privacy Notice, AWS Service Terms, and AWS Trademark Guidelines.
Assisted full-service real estate company specializing in residential and commercial leasing, property management, construction, and mortgage refinancing with privacy and security concerns related to CCPA compliance. Advised the company on its obligations as a California “business” under CCPA of its compliance obligations and the need to update its customer contract, its processing procedures, its privacy policies under CCPA, etc. Drafted CCPA-compliant languuge to include in its vendor agreements and privacy policy updates.
Advised a Texas Managed Service Provider with negotiating a customer agreement. The Managed Service Provider provides Dispatch & Scheduling, Mobile Workforce Management, Order Processing, Warranty & Contract Management, Inventory Management, Reporting & Analysis, Financials, Cloud, and Integration Services. Review the Professional Services Agreement provided by customer and sought to balance the risks between the parties by making updates to the following terms: Services, Adjustments to Pricing, Warranties and Representations, Limitation of Liability, Publicity, Indemnification and Insurance Requirements, Termination of the Agreement, Breach, Stopping Services, Independent Firm, Assignment, Prohibited Practices, Governing Law, Ownership of Information and Equipment, Non-disclosure, Covenants and Obligations, and Attorney’s Fees.
Represented a Texas Managed Service Provider with a contract acquisition by a new business entity that acquired a customer. The Managed Service Provider provides customized IT support and outsourcing services, network and cabling, software development, and phone systems consulting and services. Drafted and Assignment of Contract to a new entity.
Advised a Texas Managed Service Provider with customer contracting. The Managed Service Provider provides Dispatch & Scheduling, Mobile Workforce Management, Order Processing, Warranty & Contract Management, Inventory Management, Reporting & Analysis, Financials, Cloud, and Integration Services. Drafted a Master Services Agreement, Managed Services Attachment, Pricing and Support Addendum, and Project Services Attachment with GDPR, HIPAA, GLBA, and CCPA disclaimer language.
Advised a California Managed Service Provider with customer contracting. The Managed Service Provider provides IT Office Support, Server Support, Project Support, and Cabling Support. Drafted a Master Services Agreement, Schedule of Services, Order Form with a single signoff in the Order Form. The Master Services Agreement contained GDPR, HIPAA, and GLBA disclaimer language. Researched California law related to automatic renewals, and included the appropriate language for automatic renewals. Researched California law related to No-hiring / Non-compete and included the appropriate language to link any damages amounts to accurately reflect the reasonable value of the employees’ time and costs.
Assisted full-service real estate company specializing in residential and commercial leasing, property management, construction, and mortgage refinancing with a vendor agreement. Reviewed and negotiated terms for the following: Customer Content, Payment Terms, Warranty, Service Level Agreement, Malicious Code, Customer Ownership regarding Feedback, Limitation of Liability, Indemnity, Warranties, Term and Termination, Governing Law, Insurance, Privacy and Security Obligations, California Consumer Privacy Act, Publicity, and Legal Notices.
Assisted a global supplier of paints, coatings, specialty materials, and fiberglass with analyzing a GDPR applicability question regarding software in 3 scenarios related to CISCO software offering: (1) on premise software, (2) sub-processors, and (3) resellers of the software. Advised the applicability of GDPR to each scenario focusing on the fact that GDPR does not apply to common scenarios of access.
Advised a Colorado Managed Service Provider with customer contracting. The Managed Service Provider provides Managed Services, Enterprise Solutions, Cloud Solutions, and Professional Services. Reviewed and revised Managed Service Provider’s Professional Services Agreement with the following terms: Client Obligations, Third-party Obligations, Network Security, Disruption, and Malicious Events, Third Party Criminal Activity, Viruses, Security and Regulatory Recommendations, Term, Termination, Effect of Termination, Business Downturn, Indemnity, Limitation of Liability, Survival, Insurance, Exhibits: Cost of the Services, Term of the Service Appendix, Renewals, and Early Termination of the Services Appendix.
Advised a North Carolina Managed Service Provider with customer contracting. The Managed Service Provider provides Managed IT Services, Cloud Solution Services, Security and Audit Compliance, Advanced Solutions, and Partner Solutions. Reviewed the Managed Service Providers Cloud Service Agreement and language to address concerns with SPLA Audits or Third Party Software Audits and responsibilities for non-compliance: Ownership of Software Products, Termination, Product Support, Software Audit, Client Representation and Warranties, Right to Verify compliance during a Software Audit, Software Licensing Non-Compliance, Ongoing Verification Process, Client Cooperation, Microsoft Audit, Client Facility Installations, Other Service Terms, Indemnity, and Insurance.
Assisted a global supplier of paints, coatings, specialty materials, and fiberglass with a GDPR Data Processing Agreement seeking to determine proper cross-border transfer mechanism, deciding between Standard Contractual Clause vs. US Privacy Shield. Reviewed the GDPR Data Processing Agreement and Standard Contractual Clauses and Privacy Shield Certification for GDPR compliant language. Advised the client that Privacy Shield was a proper mechanism for cross-border data transfers under GDPR Article 46(2)(f), but advised the client that Privacy Shield must be recertified yearly, and that Privacy Shield is currently under judicial and regulatory scrutiny in the European Union an may be considered invalid at a later date, and another cross-border transfer mechanism must be in place as a backup plan for GDPR compliance.
Assisted full service real estate company specializing in residential and commercial leasing, property management, construction, and mortgage refinancing with an licensing agreement. Reviewed and negotiated terms for the following: Term and Termination, Warranty, Acceptance, Fees, Payment, Confidentiality, Intellectual Property Rights, Indemnification, Limitation of liability, Insurance, Privacy and Security Obligations, and CCPA.
Assisted a global supplier of paints, coatings, specialty materials, and fiberglass with a GDPR Data Processing Agreement with SOVOS, a technology company focused on providing intelligent cloud compliance solutions for regulated tax industry. Reviewed the GDPR Data Processing Agreement and Standard Contractual Clauses for GDPR compliant language. Negotiated better terms in the Personal Data Transfers, Defense of Claims, Statement of Work, General Requirements, Audit of Records, Term and Termination, and Standard Contractual Charges.
Represented a California Managed Service Provider with its customer contracting. The client requested updates to its Data Backup and Disaster Recovery Attachment. Reviewed and drafted language for services related to rental hardware, company support cloud services, and non-support cloud services.
Represented a Retail Marking Agency servicing large enterprise clients with review of a GDPR Data Processing Agreement with European companies. Drafted and revised a GDPR Data Processing and Security Addendum, and Information Security and Data Privacy Policy.
Assisted a global supplier of paints, coatings, specialty materials, and fiberglass with revising a GDPR Data Processing Agreement. Revised Standard Contractual Clauses, and Hosted Service Level Agreement for GDPR compliant language.
Assisted a global supplier of paints, coatings, specialty materials, and fiberglass with a GDPR consulting initiative to assist the client with understanding what a GDPR Compliant DPA should contain. Drafted a GDPR-Compliant DPA with Standard Contractual Clauses.
Assisted full-service real estate company specializing in residential and commercial leasing, property management, construction, and mortgage refinancing with understanding data privacy and data protection laws related to marketing communications and opt-out requirements for e-mail, phone calls, and length of opt-out restricted timelines. Analyzed United States, European Union, and Canadian data privacy for opt-out requirements, and data privacy and security requirements, including CAN-SPAM Act, CCPA, GDPR, E-Privacy Directive, Canada’s Anti-Spam Legislation.
Represented beauty supplier with a with a GDPR Data Processing Agreement with IBM. Reviewed the GDPR Data Processing Agreement, Standard Contractual Clauses, Technology Support Services Addendum, and Statement of Work for GDPR-compliant language.
Assisted a global supplier of paints, coatings, specialty materials, and fiberglass with a GDPR Data Processing Agreement with IBM. Reviewed the GDPR Data Processing Agreement, Standard Contractual Clauses, Technology Support Services Addendum, and Statement of Work for GDPR-compliant language.
Represented a New York Managed Service Provider with its customer contracting. The Managed Service Provider provides IT Outsourcing, Cloud Services, Business Continuity, Web Design, Voice & Data, and Cyber Security. Drafted and revised the following documents: Master Services Agreement, Managed Services Attachment, Hosting and Cloud Services Attachment, Statement of Work for Consulting Services, Backup and Disaster Recovery Services Attachment, Financial Services Attachment (GLBA), Health Care Services Attachment (BAA), VoIP Service Attachment.
Represented a global technology Managed Service Provider trade association with Notice of Trademark Infringement to VMWare. Drafted Cease and Desist letter regarding the registered trademark.
Represented a New York Managed Service Provider with updating its Master Service Agreement to include Microsoft SPLA and audit-related language. Further updated the client’s Cloud Hosting and Disaster Recovery-as-a-Service with Microsoft’s End User Agreement language for SPLA products.
Represented a Texas Managed Service Provider with its customer contracting. The Managed Service Provider provides IT Outsourcing, Computer Services, Server Administration, Network Services, and Web Development. Drafted the following documents: Master Services Attachment, Managed Service Attachment, Web Development Attachment, Block of Time Attachment, and Financial Services Attachment (GLBA).
Represented a California Managed Service Provider with customer contract negotiation with a Medical Records Provider. Reviewed and negotiated Master Service Agreement, Managed Services Agreement, Pricing Addendum, and a Software Use Terms and Conditions.
Assisted full-service real estate company specializing in residential and commercial leasing, property management, construction, and mortgage refinancing with an agreement with Compliance Science, Inc, a compliance risk and personal trading software platform. Review and negotiated additional terms the General Terms and Conditions for the following: Use of the Platform, Payment, Security, Term, Termination, Warranty, Indemnification, Limitation of Liability, Demarcation, Insurance, Anti-Bribery, OFAC Compliance, Privacy & Security Requirements.
Assisted full-service real estate company specializing in residential and commercial leasing, property management, construction, and mortgage refinancing with an agreement Amazon Web Services compliance with GDPR. reviewed the GDPR Data Processing Agreement, Standard Contractual Clauses, and AWS Security Standards for GDPR compliant language.
Represented a California Managed Service Provider with customer contract negotiation with a Medical Records Provider. Reviewed and negotiated Master Service Agreement, Managed Services Agreement, Pricing Addendum, and a Software Use Terms and Conditions. Drafted a Business Associates Agreement.
Represented a Texas Managed Service Provider with its customer contracting. The Managed Service Provider provides IT Outsourcing, Computer Services, Server Administration, Network Services, and Web Development. Drafted standalone Web Development Agreement with Pricing and Support Addendum.
Represented a Texas Managed Service Provider with their customer contracting. The Managed Service Provider provides Managed Technology Services & IT Support, Secure Cloud Hosting & Recovery, Security, Compliance & Vulnerability Testing, Information Security & Compliance Software. Drafted the following documents: Master Services Agreement, Managed Services Attachment, Managed Security Services Attachment, Cloud Services Attachment, Project Services Attachment, Pricing and Support Addendum, and Cloud Services Acceptable Use Policy.
Represented a California Security Managed Service Provider with customer contracts for Internet Connectivity Services. The Managed Service Provider provides IT Outsourcing, Cybersecurity Services, VoIP Services, and Audits and Assessments. Drafted an Internet Connectivity Services Attachment of through the company along with third-party service providers.
Assisted full-service real estate company specializing in residential and commercial leasing, property management, construction, and mortgage refinancing with an agreement with Triden Group, an infrastructure, cloud and security services company. Review and negotiated better terms in the Master Services Agreement for the following: Service Level Credits, Representations and Warranties, Indemnification, Limitation of Liability, Subcontractors, GDPR Disclaimer.
Represented a Texas-based Software company with drafting and negotiating a SaaS Agreement. Drafted and negotiated terms regarding the following: Licensing, Demarcation Point, Access, Fees, Payment, Implementation, Launch and Hosting, Training, Maintenance & Support, Hardware, Ownership, Term and Termination, Modifications to the Software, Privacy Rights, Non-disclosure, Confidentiality, Warranties, Limitation of Liability, Indemnification, Insurance, Duration, Governing Law, Assignment, Modifications, Dispute Resolution, Security Breach, and GDPR.
Represented a Texas Managed Service Provider with drafting and negotiating a Data Processing Agreement. The Managed Service Provider provides Managed IT Services, Citrix Management, Security & Compliance, Meridian, and Cloud Hosting. Drafted a standalone GDPR compliant Data Processing Agreement.
Represented a Texas Managed Service Provider with preparing customer contracts. The Managed Service Provider provides IT Outsourcing, Computer Services, Server Administration, Network Services, and Web Development. Drafted the following documents: Master Services Agreement, Managed Services Attachment, and Pricing and Support Addendum.
Represented a large software company that provides risk management and asset protection software to the automotive and property insurance industries with vendor contracting. Reviewed and negotiated a Master Ordering Agreement Amendment and Statement of Work. Negotiated terms for Limitation of Liability, Indemnification, Insurance, Payment, Deliverables Timeline, Subcontractor Agreement and other risk-balancing terms.
Represented a Texas Managed Service Provider with its customer contracting. The Managed Service Provider provides T Outsourcing, Computer Services, Server Administration, Network Services, and HIPAA Compliance. Drafted the following documents: Master Services Agreement, Managed Services Attachment, Non-Disclosure Agreement, Business Associate Agreement for Healthcare, and Pricing Addendum.
Represented a Vermont Managed Service Provider with drafting and Independent Contractor Agreement. The Managed Service Provider provides Network Management Services, Email Services, Specialized Software, High Volume Data Management, Network Systems Design, Customized Applications, Disaster Recovery, Data Backup, and Network Security. Drafted a stand-alone Independent Contractor Agreement.
Assisted full-service real estate company specializing in residential and commercial leasing, property management, construction, and mortgage refinancing with an agreement with Juniper Square, an investment management software company. Reviewed and negotiated Non-disclosure Agreement. Reviewed a SOC2, security audit report. Revised the following terms in the Software-as-a-Service Agreement: Ownership of Intellectual Property Rights, Prohibited Uses, Privacy and Security, Indemnification, Limitation of Liability, Representations and Warranties, Client Obligations, Integration Testing, Documentation, Legal Compliance, Third Party Services, Term and Termination, Demarcation, Insurance, Publicity, Amendments, and Malicious Code.
Assisted full-service real estate company specializing in residential and commercial leasing, property management, construction, and mortgage refinancing with an agreement with LeaseLabs, apartment marketers, website integrators, and technologists. Revised terms in the Terms and Conditions for the following: Fees, Ownership of Content, Joint Marketing, Representations and Warranties, Indemnification, Limitation of Liability, Privacy, Data Security & Protection, Security Incidents, Insurance, Arbitration, Governing Law, Subcontractors, GDPR Disclaimer.
Assisted a California IT Service Provider with analysis of vendor agreements’ confidentiality sections and the consequences of breach. Reviewed the confidentiality sections of the vendors’ Independent Contractor Agreements and Consulting Services Agreements.
Represented a California Managed Service Provider with preparing customer agreements for a customer. The Managed Service Provider provides Cloud Services, Data Center Services, Professional IT Services, and Consulting Services. Drafted and prepared the following documents: Master Services Agreement, Managed Services Attachment, and Pricing and Support Addendum.
Represented a Washington DC Managed Service Provider with its customer contracting regarding Data Security and Privacy language to address situations where a customer would not adhere to the Managed Service Provider’s recommendations. The Managed Service Provider provides Help Desk Support, Network Management, Vendor Management, and HotSpot Management. Drafted and prepared the following documents: Master Services Agreement, Managed Services Attachment, and Waiver of Liability for data privacy and protection violations.
Assisted a global supplier of paints, coatings, specialty materials, and fiberglass with a GDPR Data Processing Agreement with Buck Global, a human resources consulting company. Reviewed the GDPR Data Processing Agreement and Standard Contractual Clauses for GDPR compliant language.
Assisted a global supplier of paints, coatings, specialty materials, and fiberglass with a general contracting question about United Nations Convention on Contracts for the International Sale of Goods language. Reviewed Master Agreement language regarding United Nations Convention on Contracts for the International Sale of Goods.
Represented beauty supplier with a software technology licensing transaction with a payroll service provider. Reviewed Master Service Agreement, Exhibits: Definitions, Governance, Acceptable Use Policy, General Security Terms, Data Processing Agreement with Standard Contractual Clauses, Subprocessors, and Service Levels. Negotiated better terms for Order of Precedence, Services, Obligations of the Parties, Change Control, Term and Termination, Price and Invoicing, Liability and Insurance, Indemnity Obligations, Hardship, Security and Privacy, Non-solicitation, Applicable Law and Jurisdiction, and GDPR Data Processing Agreement.
Assisted full-service real estate company with an telecommunications agreement Revised terms in the Master Services Agreement for the following: Definitions, Services, Customer Authorizations, Equipment, Provisioning of Services, Modifications to the Services, Unauthorized Use of Services, Rates and Charges, Billing and Payment, Term and Termination, Insurance, Indemnification, Limitation of Liability, Warranties, Governing Law, Jurisdiction, Arbitration, and Exhibits.
Represented a Washington DC Managed Service Provider with its customer contracting regarding white labeling third-party services. The Managed Service Provider provides Managed IT Services, or Co-Managed IT Services. Review and revised Master Services Agreement to include additional white labeling terms: Changes, Payments, Limited Warranty, Indemnification, Limitation of Liability, Confidentiality and Non-disclosure, Intellectual Property, Solicitation, Insurance, Client Virtual Machine Configurations, Client Data Security & Privacy, Security, and Regulatory Recommendations.
Represented a Tennessee Managed Service Provider with its customer contracting. The Managed Service Provider provides Business IT Solutions, Technology Consulting, Cloud Services, and Security Services. Drafted and prepared the following documents: Master Services Agreement, Managed Services Attachment, and Business Associates Agreement. Negotiated better terms: Statement of Services, Warranty & Disclaimer, Limitation of Liability, Insurance, and Client Data, Security, and Business Associates Agreement.
Represented an Arkansas Managed Services Provider with a Proposal for training to help its end users manage the IT security problems of social engineering, spear phishing and ransomware attacks. The Managed Service Provider provides consulting and software services, and cloud and managed services.
Advised beauty supplier with an on-line ticket sales leads issue regarding compliance with privacy laws. Reviewed the current factual scenario on where the leads were generated within the United States and Canada solely, and determined GDPR did not apply.
Assisted a global supplier of paints, coatings, specialty materials, and fiberglass with a GDPR Data Processing Agreement with a human resources consulting company. Reviewed the GDPR Data Processing Agreement and Standard Contractual Clauses for GDPR compliant language. Negotiated terms in the Obligations of a Processor, Compliance with Laws, Audit of Records, Data Transfers, and Governing Jurisdiction and Law.
Represented a Texas Managed Service Provider with drafting and negotiating a Data Processing Agreement. The Managed Service Provider provides Managed IT Services, Citirx Management, Security & Compliance, Meridian, and Cloud Hosting. Drafted the following documents: Master Services Agreement, Managed Services Attachment with Citrix, Cloud Services Attachment, Acceptable Use Policy, Managed Security Services Attachment, Project Services Attachment, and Pricing Addendum.
Assisted full-service real estate company specializing in residential and commercial leasing, property management, construction, and mortgage refinancing with an agreement with a financial technology platform to manage fundraising. Review and negotiated terms in the Master Services Agreement for the following: Click Wrap Eliminated, Licensing, Payments, Confidentiality, Warranties, Indemnification, Limitation of Liability, Uptime, Data Processing, Marketing, and Interpretation.
Assisted a global manufacturer of combustion equipment with analysis of GDPR and negotiation of Data Privacy Agreement. Reviewed European vendor’s data transfer mechanism for compliance under Article 46 (Transfer subject to appropriate safeguards).
Represented Texas-based company with a software technology licensing transaction with MobileIron, Inc. MobileIron Inc. is a software company which provides unified endpoint and enterprise mobility management for mobile devices. Reviewed Master Service Agreement, Exhibits: Acceptable Use Policy, Support and Maintenance, Limited Hardware Warranty, Dispute Resolution Outside North America, Data Processing Agreement for GDPR with Standard Contractual Clauses. Negotiated better terms for Affiliates, Payment Obligations, Indemnity Obligations, Support and Maintenance Services, Hardware, Warranties, Term & Termination, Limitation of Liability, Data Protection, Demarcation, Insurance, Governing Law, Publicity, Customer Affiliates.
Represented a California Managed Service Provider with drafting a Waiver of Liability for Protected Data to present to customers who did not follow security recommendations by the MSP and the MSP requested that protected information not be stored on the MSPs systems. The Waiver of Liability disclaims all liability for any protected information provided to the MSP, which the MSP requested that data not be inputted into its systems, and it shifted the risk to the customer.
Assisted full-service real estate company specializing in residential and commercial leasing, property management, construction, and mortgage refinancing with their contracting with SHI International Corp., a privately owned provider of technology products and services. Review and revised Statement of Work for real estate company to migrate and use network systems for Microsoft Azure through SHI International Corp. Reviewed Scope of Services, Timeframe / Milestones, Resources and Skills, Locations, Assumptions, Customer Responsibilities, Change Control Process, Billing Information, Terms and Conditions, SOW Acceptance, Confidentiality.
Assisted full-service real estate company specializing in residential and commercial leasing, property management, construction, and mortgage refinancing with their contracting with SHI International Corp., a privately owned provider of technology products and services. Review and revised Statement of Work for real estate company to migrate and use network systems for Sharepoint through SHI International Corp. Reviewed Scope of Services, Timeframe / Milestones, Resources and Skills, Locations, Assumptions, Customer Responsibilities, Change Control Process, Billing Information, Terms and Conditions, SOW Acceptance, Confidentiality.
Represented an Illinois Managed Services Provider with their customer contracting. The Managed Service Provider provides Managed IT Services, Managed Security Services, and general IT Consulting Services. Reviewed and revised the Master Services Agreement, and updated risk balancing provisions during a customer contract negotiation. The following provisions were updated and negotiated: Network Security and Malicious Events, Limitation of Liability, Indemnification, Insurance, and Notices sections.
Assisted full-service real estate company specializing in residential and commercial leasing, property management, construction, and mortgage refinancing with self administering a GDPR Article 28 letter to vendors who would not agree to entering into a Data Processing Agreement.
Assisted a large group of corporate investors in formation of two Texas limited liability companies. The corporate entities were a holding company, and a partnership between 9 member companies. The Members decided to create a the separate corporate entity so that each member could submit data and information as part of a data aggregation and submission project to benchmark current market trends in their respective regions within the kitchen appliance industry. Drafted Articles of Incorporation for the Texas Secretary of State. Drafted Non-disclosure Agreements, Corporate Operating Agreement, Data Aggregation and Sharing Agreement, Licensing Agreement, an Employment Agreement, and a Corporate Kit.
Represented an Arkansas Managed Services Provider with their customer contracting. The Managed Service Provider provides consulting and software services, and cloud and managed services. Reviewed and revised Work Orders and Security Services Contracts with additional Client Obligations, and Data Privacy language related to US and European Data Protection Laws (“GDPR”). Updated Professional Services Agreement, Work Orders for: Collocation Services, Server Services, Remote Workstation, Virtual Hosting Services, and Pricing Addendum.
Represented owner of Cloud Services Provider who sold his company to a competitor with the analysis of the enforceability of a non-compete agreement. Reviewed Restrictive Covenant, Resignation and Release Agreement, Consulting Agreement, and Texas and California case law on the enforceability of a non-compete agreement in the sale of a business in California and corporate formation in Texas.
Assisted a California Managed Service Provider with its customer contracts. The Managed Service Provider provides Cloud Services, Data Center Services, Professional IT Services, and Consulting Services. Drafted and revised the following documents: Master Services Agreement, Managed Services Attachment, Hosting Services Attachment, and Project Services Attachment.
Assisted a Retail Marking Agency servicing large enterprise clients with their GDPR Compliance Initiative. Drafted and reviewed all necessary GDPR Data Processing Agreements, Data Privacy Statement, Privacy Policies, Cookie Policy, Consumer Consents, and Terms and Conditions.
Represented Texas-based company with an amendment to a Supply and Distribution Agreement with a vendor. The amendment was part of privacy and compliance initiative related to the General Data Protection Regulation (“GDPR”). Reviewed the Master Service Agreement and Drafted an Amendment to include a GDPR compliant Data Processing Agreement with Standard Contractual Clauses regarding international data transfers.
Represented an Arkansas Managed Services Provider with their customer contracting. The Managed Service Provider provides consulting and software services, and cloud and managed services. The client wanted the ability to increase its fees under the Agreement upon certain notice or for third party fees which increased as part of providing the services to the customer. Drafted Services Fee Revision Addendum.
Represented a California Managed Service Provider with a buy / sell agreement for the company’s partners. Drafted a buy / sell questionnaire to present to the client to tailor the agreement.
Assisted a Texas Managed Service Provider with its customer contracts. The Managed Service Provider is a startup company that provides customized IT services, data protection, disaster recovery services, virtual desktop services, project management, network management systems, and consulting services. Drafted and revised their Master Services Agreement, Managed Service Attachments, Pricing Addendum, and Project Services Attachment.
Assisted full service real estate company specializing in residential and commercial leasing, property management, construction, and mortgage refinancing with their contracting with an IT Managed Service company seeking to migrate their network systems to Windows 7 to Windows10. Review and revised Master Service Agreement, included risk balancing provisions such as Data Security and Breach Notification, Limitation of Liability, Indemnity, and Insurance. Review and revised Statement of Work, included Scope of Deliverables, Pricing and Budget Terms, Timeline for Deliverables and Payment, and Termination for Convenience.
Advised Texas managed service provider on how to respond to a security assessment by the client of a reseller who was a healthcare provider. Reviewed Security Assessment Questionnaire for Healthcare Organizations, and an Insurance Application form for Healthcare Organizations.
Assisted Texas enterprise software company that provides marketing management software targeted at the oil and gas industry. Drafted End-User License Agreement, Statement of Work, and Maintenance and Support agreements. Drafted privacy statement regarding access to PII through maintenance and support functions, and drafted Terms of Usage document.
Represented international, diversified, global medical device company in negotiation of a software licensing and service contracting. Reviewed and negotiated a Beta Test Agreement with Mimecast, a unified e-mail management system. Sought to protect client data, and negotiated better terms for Client Data, Feedback, Access Controls, Restrictions, Warranty, Disclaimer of Warranty, Mutual Indemnification, Limitation of Liability, Customer Data Security, Insurance, and Choice of Law.
Assisted full service real estate company specializing in residential and commercial leasing, property management, construction, and mortgage refinancing with their contracting with an IT Managed Service company seeking to rollout secure authentication to its network devices, to provide centralized secure authentication, authorization and logging to critical devices. Review and revised Statement of Work, included Scope of Deliverables, Pricing and Budget Terms, Timeline for Deliverables and Payment, and Termination for Convenience.
Advised Texas managed service provider on responding to client-requested security assessments.
Represented national cloud services provider on customer claims related to data loss following failed backups. Key issue in the case was enforceability of the limitation of liability contained in the cloud services which limited the provider’s liability to six months of subscription fees paid under the contract. Scott & Scott served as defense counsel was able to successfully settle all claims prior to the commencement of litigation.
Represented international, diversified, global medical device company in negotiating a Statement of Work with Hitachi Consulting for implementation of Oracle software application which was expiring within a few days. Drafted the following documents: letter of agreement and release during negotiations, and letter of intent to extend contract negotiations. Reviewed and negotiated the Statement of Work.
Represented an American multinational food, snack and beverage corporation with a Cloud Service Agreement for Human Resource Management Application with IBM, Corp. Reviewed and negotiated a Cloud Service Agreement, Service Description, Data Security and Privacy (for USA, EU, and Russia), Escrow Terms, Professional Services, Support Services, and Statements of Work (USA). Drafted third party software license warranties and audit clause for client compliance gaps.
Represented a large software company that provides risk management and asset protection software to the automotive and property insurance industries with their cloud service contracting. Reviewed and negotiated a Master Distribution Agreement, Addendum, and Cloud Business Process Services Schedule with Oracle, Corp., an American multinational computer technology corporation that provides cloud service solutions. Negotiated better terms for Limitation of Liability, Indemnification, Audit, Payment, Distribution Rights, Intellectual Property Rights, Insurance, Assignment and other risk transfer terms.
Represented a large community bank with branches all throughout the State of Texas with cloud service contracting. Reviewed a Cloud Customer Agreement with Amazon Web Services. Drafted Gramm-Leach-Bliley Act language into the agreement for bank regulatory compliance.
Assisted California IT Service Provider with customer it’s customer contracts. The Managed Service Provider provides Oracle and VMware solutions and expert support nationwide. Drafted and revised their Master Managed Services Agreement with Indemnity, audit support and other risk transfer provisions.
Represented an American multinational food, snack and beverage corporation with a Cloud Service Agreement for Human Resource Management Application with IBM, Corp. and AVNET, Inc. Reviewed and negotiated a Cloud Service Description, Data Security and Privacy (for USA and Russia), Professional Services, Support Services, and Statements of Work (Russia).
Represented the second-largest office furniture manufacturer in the world in connection with their cloud service contracting. Reviewed and negotiated a Cloud Service Agreement, Service Description, Price Quote, Data Processing Agreement, and Cloud Hosting and Delivery Policies with Oracle, Corp., an American multinational computer technology corporation that provides cloud service solutions. Negotiated better terms for Limitation of Liability, Indemnification, Warranties, Audit, Payment, Intellectual Property Rights, Insurance, Assignment and other risk transfer terms.
Represented a proprietary software company that specializes in insurance software with customer contracting for an insurance provider in the State of Michigan. The client offered an on premise perpetual license platform and sought to move its platform to the cloud while developing new cloud service agreements. Drafted and negotiated Cloud Service Agreement/End User License Agreement, Statement of Services, Data Conversion Services, Support and Service Level Agreement, Gramm-Leach-Bliley Act Addendum (GLBA), Acceptable Use Policy (AUP), and Order Form.
Assisted national economy lodging company with its cloud service contracting. The company manages over 1,400 economy lodging location throughout the United States, and sought to engage a cloud property management system to managed those locations. Drafted a Software as a Service/Cloud Service Agreement favorable to the clients interest. Drafted ancillary documents such as Statement of Services and Exhibits: Data Conversion Services, Maintenance and Support, and Availability.
Represented secure data center in drafting managed services agreement, service level agreement and project contracts.
Represented a large community bank with branches all throughout the State of Texas with their software license procurement. Reviewed and negotiated an End User License Agreement and Statement of Work with Cylance, Inc., a cyber security software licensing company that protects against hackers. Negotiated better terms for Limitation of Liability, Warranty, Indemnification, Insurance and other risk transfer terms. Drafted Gramm-Leach-Bliley Act language into the agreement for bank regulatory compliance.
Represented a regional New Jersey Managed Service Provider with its contracts. The Managed Service Provider provides IT Support Services for healthcare, financial, insurance companies, and small business. Drafted Master Service Agreement, Managed Service Attachment, and Pricing Addendum, Backup and Data Recovery Service Attachment, Hardware as a Service Attachment, Gramm-Leach-Bliley Act Agreement (GLBA), and Business Associate Agreement (HIPAA).
Represented international, diversified, global medical device company in negotiation of Network Security Company’s Master Service Agreement to provide external and internal penetration testing to the business’ enterprise. Reviewed and negotiated a Proposal, Master Service Agreement, and Statement of Work.
Aided managed service provider offering cloud services in drafting master services agreement, service level agreement and project attachment.
Reviewed the subscription agreement, end user license agreement, perpetual license and support maintenance agreement for IT services firm offering cloud management and data center monitoring.
Negotiated a Florida Managed Service Provider’s customer contract with a marketing firm client. The Managed Service Provider provides IT consulting, business continuity planning, managed services, voice over IP (VoIP), virtualization, e-mail/spam protection, hosted solutions, application and database development, mac support, wireless networking, and security. Reviewed and revised customer’s changes to their Master Services Agreement, Managed Service Attachment, and Pricing and Support Addendum.
Represented a regional North Carolina Managed Service Provider with its customer contracts. The Managed Service Provider provides IT Services, Cloud Services and Disaster Recovery Planning. Drafted Master Service Agreement, Managed Service Attachment, and Pricing Addendum, Backup and Data Recovery Service Attachment, Hosted Application Services, Project Services and Statement of Work, Voice over IP (VoIP) Attachment, and Business Associate Agreement (HIPAA).
Represented national Cloud Services Provider in customer claims for alleged data loss from a failed back up hard-drive. Reviewed and negotiated a Master Service Agreement and Statement of Work with an International Data Recovery Company to investigate the failed hard-drives and to extract data for discovery and litigation purposes.
Represented IT services firm focused on cloud services, dedicated servers, disaster recovery and co-location in drafting master services agreement, service level agreement and short form agreement.
Represented a California Managed Service Provider with their Cloud Service and Managed Service customer contracts. The Managed Service Provider services computers, servers and computer networking equipment. Drafted Cloud Service Attachment and Managed Service Attachment to their Master Service Agreement.
Assisted a Texas Managed Service Provider with revising its customer contracts. The Managed Service Provider provides customized IT services, data protection, disaster recovery services, cloud computing solutions, virtual desktop services, project management, and network management systems. Drafted and revised their Master Service Agreement, Managed Service Attachment, Cloud Services Attachment, Backup and Data Recovery Service Attachment, Un-managed Backup and Data Recovery Services Attachment, Microsoft Service Provider License Agreement (SPLA) language, Professional and Cloud Service Attachment, Waiver of Liability for Destruction of Hard-drive, Incident Response Plan, and Acceptable Use Policy.
Represented cloud services provider in development of template master services agreement, service level agreement, and fee schedules.
Represented a non-profit collaborative health care system which encompasses one of the nation’s largest multi-specialty group practices with negotiating a Proprietary Anesthesia Software Platform from two competing vendors. Reviewed and negotiated a Master Service Agreement, Statement of Work, Exhibits containing Service Level Agreements, Information Security, Information Security, Business Associates Agreements (HIPAA), Travel & Expenses, and Pricing Quotes. Provided vendor contract comparison.
Represented property management company in the negotiation of a cloud services agreement that included a custom development module.
Represented Intellectual Property Law Firm in negotiating a Professional IT Support and Collocation Server Project. Reviewed and negotiated a Project Proposal, Terms and Conditions of Services, and Statement of Work and Deliverables with a Managed Service Provider.
Represented a North Carolina Managed Service Provider with its customer contracts. The Managed Service Provider provides managed services such as Hosted Remote Desktop, Business Class Telephone Services, Hosted PBX, as well as IT consulting to small business clients. Drafted and revised their Hosted Desktop and Application Hosting Services Agreement to include increased protections, such as Early termination penalty, Customer Data definition, Customer Ownership of Data, Law Enforcement provision, Protected Health Information (PHI) provision, Dispute Resolution, Insurance and other provisions. Reviewed Acceptable Use Policy for adequate language for customer cooperation with law enforcement investigations.
Represented national Managed Cloud Services Provider with updating its Terms and Conditions to include greater protective provisions for: Microsoft SPLA language, Regulatory Requirements (such as GLBA, and HIPPA), Support Guidelines, Backup Protocols and Disclaimers, Security, Request to Cooperate, Right to Investigate Anomalies, Limitations, Payment Terms, Refund Policy, Data Retention and Deletion, Warranties, Indemnification, and Limitation of Liability structure.
Represented IT services firm headquartered in the DFW metroplex in drafting master services agreement, service level agreement, privacy addendum, network security incident response plan as well as a privacy policy.
Represented a leading Washington D.C. Managed Service Provider with its customer contacts. The Managed Service Provider provides IT Support Services to Lobby firms and Government organizations. Drafted Master Service Agreement, Managed Service Attachment, and Pricing Addendum.
Assisted Oklahoma Managed Service Provider with its customer contracts. The Managed Service Provider is a leading provider of copier, fax, printer, scanner, document management and information technology solutions to small and medium-sized organizations. Drafted and revised their Master Service Agreement, Managed Service Attachment, Pricing Addendum, Voice over IP (VoIP) Attachment, and Managed Phone Attachment.
Represented an Ohio Managed Service Provider with its customer contracts. The Managed Service Provider provides IT Services, Application Management and Development, Systems Integration, and Networking and Infrastructure. Drafted and revised their Master Service Agreement, Managed Service Attachment, Cloud Services Attachment, Employment Agreement, and Backup and Data Recovery Service Attachment.
Assisted New York Managed Service Provider with its customer contracts. The Managed Service Provider provides IT consulting, infrastructure management, backup and disaster recovery, virtualization, cloud services, e-mail systems, network security, wireless networking, and Voice over IP (VoIP) services. Drafted and revised their Master Services Agreement, Managed Service Attachment, Pricing and Support Addendum, Employee/Independent Contractor Agreement, Privacy Policy, Incident Response Plan, and Short-Form Agreement.
Represented international, diversified, global medical device company in negotiation of a software licensing agreement with Nemaris, Inc. for clinical imaging tool for spinal orthopedic surgeons. Reviewed and negotiated a Master Service Agreement and Statements of Work. Negotiated better terms for the Limitation of Liability, Indemnification, Warranty, Insurance and other risk provisions.
Represented financial services firm in connection with a Subscription Agreement with Forecepoint, a cyber security software that protects against security threats and data breaches. Negotiated better terms for Limitation of Liability and other risk transfer terms. Drafted Gramm-Leach-Bliley Act language into the agreement for bank regulatory compliance.
Represented a Pennsylvania IT Service Provider with its customer contracts. The Managed Service Provider provides IT consulting, application development, data center solutions, customer relationship management (CRM) consulting. Drafted and revised their Master Services Agreement, Managed Service Attachment, Cloud Service Attachment (including Microsoft Service Provider License Agreement language (SPLA)), Support Services Attachment, Statement of Work – Proposal, Statement of Work – Reseller Agreements, and Purchase Order.
Represented a proprietary software company that specializes in insurance software with customer contracting for an insurance provider in the State of Texas. Reviewed and negotiated an End User License Agreement, Maintenance and Support, Affiliates, Security, Escrow Agreement, and Statement of Services and Pricing.
Assisted IT services firm servicing North Dakota and the St. Paul, Minneapolis metropolitan area in drafting a privacy policy, BDR attachment, information security incident response plan and network security plan in addition to a master services agreement and service level agreement.
Represented a multinational information and analytics company based in London with their IT Service Provider contracting by consolidating their agreements with their Service Providers into one master agreement, along with supporting addenda for IT Services that include Software as a Service (SaaS), and Hardware as a Service (HaaS). Drafted a Master Services Agreement, Statement of Work, Work Order Template, Information Security Requirements, Professional/IT Services Addendum, Service Levels, and Escrow Agreement.
Assisted Florida Managed Service Provider with customer contracting. The Managed Service Provider provides IT consulting, and managed backup and recovery. Drafted and revised their Master Services Agreement, Managed Service Attachments (Guest Internet Help Desk, IT Monitoring, Managed IT), Statement of Work, Terms and Conditions, Change Order, and Business Associate Agreement (HIPAA).
Represented international, diversified, global medical device company in negotiation of a software licensing agreement with Box, Inc., a cloud based file sharing platform, where users can share content on any device. Reviewed a Master Service Agreement and Service Level Commitments and Support Services. Drafted better terms for the Limitation of Liability, Warranty, Insurance and other risk provisions. Drafted Patient Data and HIPAA Compliance provision for regulatory compliance purposes.
Drafted necessary client and provider service agreement for IT services firm serving the community healthcare industry.
Represented national Managed Cloud Services Provider with drafting Data Retention and Destruction Policy and Data Destruction Consent Form. Drafted the following documents: Data Retention and Destruction Policy, Data Destruction Consent Form, and sample e-mail notifications to client for destruction of data.
Assisted Texas Managed Service Provider with its customer contracts. The Managed Service Provider provides IT consulting, phones, data backup and disaster recovery, and network security. Drafted and revised their Master Services Agreement, Managed Service Attachments, Project Services Attachment, Pricing Addendum, and Business Associate Agreement (HIPAA).
Represented a large community bank with branches all throughout the State of Texas with software licensing and service contracting. Reviewed and negotiated an General Terms and Conditions Amendment with Proofpoint, Inc., a cyber security software licensing company that protects against hackers for inbound email security, outbound data loss prevention, privacy protection, email encryption, electronic discovery and email archiving. Negotiated better terms for Limitation of Liability, Warranty, Indemnification, Insurance and other risk transfer terms. Drafted Gramm-Leach-Bliley Act language into the agreement for bank regulatory compliance.
Assisted southern California IT services firm serving CPA firms, law firms, and independent hotels in drafting a short form project agreement, employment agreement and insurance application in addition to master services agreement and service level agreement.
Assisted Canadian Managed Service Provider with revising its customer contracts. The Managed Service Provider provides software development, IT consulting, internet hosting, and support and maintenance. Drafted and revised their End User Agreement for cloud services, collocation services, and include Microsoft Service Provider License Agreement (SPLA) language.
Represented a New Jersey/New York Managed Service Provider with their customer contracting with an advertising company. The Managed Service Provider provides managed IT support, hosted voice over IP (VoIP), network security, cloud integration, backup and disaster recovery, IT consulting, cloud services, virtual CIO/CTO, and virtualization. Reviewed and revised customer’s changes to their Managed Services Provider’s Master Services Agreement, Managed Service Attachments, Cloud Service Attachment, Backup and Disaster Recovery Service Attachment, and Pricing Addendum.
Represented a large software company that provides risk management and asset protection software to the automotive and property insurance industries with vendor contracting. Reviewed and negotiated a Master Ordering Agreement Amendment and Statement of Work with Pivotal Software, Inc., a software company that provides agile development services on an open source platform. Negotiated better terms for Limitation of Liability, Indemnification, Insurance, Payment, Deliverables Timeline, Subcontractor Agreement and other risk transfer terms.
Represented Midwest IT services firm serving the healthcare industry and specializing in EMR implementation and data protection. Drafted master services agreement, service level agreement and project agreement.
Represented Intellectual Property Law Firm in negotiating a Managed Security Service Provider agreement. Reviewed and negotiated a Master Service Agreement with Control Scan, Inc.
Assisted a Texas Managed Service Provider with revising its customer contracts. The Managed Service Provider provides customized IT services, data protection, disaster recovery services, cloud computing solutions, virtual desktop services, project management, and network management systems. Reviewed and revised customer’s Statement of Work and Project Services Agreement.
Assisted financial services firm with with negotiating a Master Service Agreement with Cyveillance, Inc., a cybersecurity monitoring company that monitors the internet for risks such as: information leaks, phishing and malware attacks and other online fraud schemes, sale of stolen credit and debit card numbers, threats to executives and events, counterfeiting, and trademark and brand abuse. Negotiated better terms for Limitation of Liability, Indemnification, Insurance and other risk transfer terms. Drafted Gramm-Leach-Bliley Act language into the agreement for bank regulatory compliance.
Represented international, diversified, global medical device company in negotiation software licensing and service contracting. Reviewed and negotiated a Master Service Agreement and several Statements of Work with Workday, Inc., an enterprise-level software solution for human resource and financial management. Negotiated better terms for Limitation of Liability, Warranty, Insurance, and other risk transfer terms. Negotiated Statement of Work payment terms, deliverables, and other risk provisions related to scope creep.
Represented a Texas Managed Service Provider in connection with its customer contracts. The Managed Service Provider provides customized IT support and outsourcing services, network and cabling, software development, and phone systems consulting and services. Drafted and revised their Master Services Agreement, Managed Service Attachments, and Pricing Addendum.
Represented a proprietary software company that specializes in insurance software with Non-disclosure Agreement with a customer that needed software development analytics. Reviewed and revised a Non-disclosure Agreement for risk provisions.
Represented an international software licensing provider with redrafting their agreements for cloud services, hosting services, and perpetual license models. The international software provider provides asset performance management solutions for mining, oil and gas, utilities, and transportation industries. Drafted and revised their Master Software as a Service Agreement (SaaS), Hosting Agreement, Perpetual License Agreement, Maintenance and Support, Statement of Work, Professional Services, and Order Form.
Represented a National Managed Service Provider in connection with its customer contracts. The Managed Service Provider provides IT consulting, backup and disaster recovery, and security and compliance. Drafted and revised their Master Services Agreement, Managed Service Attachments, Backup and Disaster Recovery Service Attachment, Security Attachment, Pricing Addendum, Employment Agreement, Independent Contractor Agreement, and Short Form Agreement.
Represented a Texas financial services firm in connection with telecommunications and internet provider contract. Reviewed and negotiated a Master Service Agreement and Service Quote. Negotiated better terms for Limitation of Liability, Service Level and Uptime, Service Credits, Service Interruptions, Insurance, and other provisions.
Assisted International Managed Service Provider with customer contracting. The Managed Service Provider provides protected e-mail services and requested assistance with drafting Business Associate Agreements for regulated entities. Drafted and revised their Master Services Agreement, Pricing Addendum, Business Associate Agreement (HIPAA) for End Users, and Business Associate Agreement (HIPAA) for Resellers.
Represented a North Dakota Managed Service Provider with their contracting. The Managed Service Provider provides IT consulting, cloud services, custom applications, hosted voice phone systems, managed network services, network infrastructure, security, and managed services and help desk. Drafted and revised their Master Services Agreement, Managed Service Attachments, Cloud Service Attachment, Application Development Services Attachment, Project Services Attachment, Security Services Attachment, Voice over IP and Collaboration Services Attachment, Pricing Addendum, Gramm-Leach-Bliley Act Agreement (GLBA), Business Associate Agreement (HIPAA).
Represented an integrated design firm with offices across California and Texas with their vendor software licensing review. Reviewed and negotiated a Master Subscription Agreement with Payscale, Inc., a company that provides a cloud based platform for salary, benefits, and compensation software for individuals and business customers. Negotiated better terms for Limitation of Liability, Warranty, Indemnification, Data Security, Insurance, and other risk transfer terms.
Represented a New York Managed Service Provider in connection with contract negotiations with manufacturing client. The Managed Service Provider provides IT consulting, infrastructure management, backup and disaster recovery, virtualization, cloud services, e-mail systems, network security, wireless networking, and Voice over IP (VoIP) services. Reviewed and revised customer’s changes to their Master Services Agreement, Managed Service Attachment, and Pricing and Support Addendum.
Represented a community bank in connection with End User License Agreement with Sophos, a cybersecurity software and hardware company that protects against hackers. Negotiated better terms for Limitation of Liability and other risk transfer terms. Drafted Gramm-Leach-Bliley Act language into the agreement for bank regulatory compliance.
Assisted a global supplier of paints, coatings, specialty materials, and fiberglass with its software licensing contracting as it migrated from on premise perpetual licenses platform to cloud platform, retiring older software licenses. Reviewed and negotiated a Cloud Service Agreement Amendment with SAP, SE, a German multinational software corporation that makes enterprise software to manage business operations and customer relations. This migration posed several problems internally for SAP regarding tracking the licenses, as well as terminating maintenance and support over several different time periods. During the negotiations of this amendment, we were able to negotiate and accomplish the following: Perpetual License Assurance, Notice Period Waiver, Mutually Agreeable Amendment to Support, Transfer Software Licenses, Annual Software Support Fee, New License Agreement, New License Agreement Additional Terms, Perpetual Software License Restrictions, Terminating Support and Pro-rata Refund, and No Software License Audit.
Assisted Florida Managed Service Provider with its customer contracts. The Managed Service Provider provides IT consulting, business continuity planning, managed services, voice over IP (VoIP), virtualization, e-mail/spam protection, hosted solutions, application and database development, mac support, wireless networking, and security. Drafted and revised their Master Managed Services Agreement, Hosting Attachment, and Pricing Addendum.
Represented a proprietary software company that specializes in insurance software with customer contracting for an insurance provider in the State of Michigan. The client offered an on premise perpetual license platform and sought to move its platform to the cloud while developing new cloud service agreements. Drafted and negotiated Cloud Service Agreement, Statement of Services, Support and Service Level Agreement, Gramm-Leach-Bliley Act Addendum (GLBA), Acceptable Use Policy (AUP), and Order Form.
Drafted master services agreement, service level agreement and project amendment for IT services firm offering telecommunications, computer networks and ebusiness solutions to business, healthcare, government and residential markets.
Assisted California Managed Service Provider with its customer contracts. The Managed Service Provider services computers, servers and computer networking equipment. Reviewed their Microsoft Service Provider License Agreement (SPLA), Service Provider Use Rights, Product Terms, Rental Rights, Hosting Virtual Desktop to determine use cases. Drafted and revised SPLA Use Case Chart, Cloud Service Agreement with SPLA language, Hardware as a Service – Service Attachment, SPLA Policy and Procedures document.
Represented a Texas Managed Service Provider in revising its customer contracts. The Managed Service Provider provides IT consulting, managed print, cloud solutions, managed backup and disaster recovery, and procurement. Drafted and revised their Master Services Agreement, Managed Service Attachments, Project Services Attachment, Pricing Addendum, Employment Agreement, Independent Contractor Agreement, Gramm-Leach-Bliley Act Agreement (GLBA), Business Associate Agreement (HIPAA), and Subcontractor Business Associate Agreement (HIPAA).
Represented Texas bank negotiatingan Addendum to the Software License and Limited Hardware Warranty Agreement with Checkpoint, Ltd., a cybersecurity software and hardware company that protects against hackers, including network security, endpoint security, mobile security, data security and security management. Negotiated better terms for Limitation of Liability, Warranty, Indemnification, Insurance and other risk transfer terms.
Represented a Florida Managed Service Provider in connection with its customer contract with a law firm client. The Managed Service Provider provides IT consulting, business continuity planning, managed services, voice over IP (VoIP), virtualization, e-mail/spam protection, hosted solutions, application and database development, mac support, wireless networking, and security. Reviewed and revised customer’s changes to their Master Services Agreement, Managed Service Attachment, and Pricing and Support Addendum.
Assisted Canadian Managed Service Provider with its customer contracts. The Managed Service Provider provides IT Services, Cloud Services, Disaster Recovery, and Professional Services. Drafted and revised their Master Service Agreement, Managed Service Attachment, Hosted Infrastructure Services Addendum, Service Rates, and Service Order.
Assisted IT services firm specializing in the set up and maintenance of Cisco networks in the New York area with drafting specific supporting managed services documents including employee and independent contractor agreement, privacy policy, network security plan and incident response plan.
Represented a global supplier of paints, coatings, specialty materials, and fiberglass with its software licensing contracts as it migrated from on support level for on premise perpetual licenses platform to a lower support level for cloud platform. Reviewed and negotiated a Support Switching Amendment with SAP, SE, a German multinational software corporation that makes enterprise software to manage business operations and customer relations. Drafted language into the agreement to alleviate order of precedence issues with prior agreements and amendments.
Assisted Florida Managed Service Provider with its customer contracts. The Managed Service Provider provides IT consulting, threat prevention, data protection, and cloud services. Drafted and revised their Master Services Agreement, Managed Service Attachment, Cloud Service Attachment (including Microsoft Service Provider License Agreement language (SPLA)), Security Services Attachment, Backup and Data Recovery Service Attachment, Pricing and Support Addendum, Gramm-Leach-Bliley Act Agreement (GLBA), and Business Associate Agreement (HIPAA), and Short Form Agreement.
Represented a regional North Carolina Managed Service Provider with their customer contracting. The Managed Service Provider provides IT Services, Cloud Services and Disaster Recovery Planning. Reviewed changes to Master Service Agreement, Managed Service Attachment, and Pricing Addendum.
Drafted several supporting managed services documents for Idaho based IT services firm including employee agreement, independent contract agreement, privacy policy, incident response plan and network security plan.
Assisted an Ohio Managed Service Provider with its customer contracts The Managed Service Provider provides IT Services, Application Management and Development, Systems Integration, and Networking and Infrastructure. Drafted and revised their Master Service Agreement and Cloud Service Attachment to contain language for hardware rentals.
Represented international, diversified, global medical device company in negotiation of Network Security Company’s Master Service Agreement to provide enterprise risk management strategy and information security consulting services. Reviewed and negotiated a Master Service Agreement and several Statements of Work for network vulnerability testing, operation risk assessment, and phishing campaigns, and security awareness programs.
Drafted co-location agreement for IT services firm offering managed services and telecom solutions to small to mid-size businesses.
Represented a large bank in connection with an End User License Agreement with VMWare, Inc., which provides cloud and virtualization software and services. Drafted better terms for Limitation of Liability, Warranty, Insurance and other risk transfer terms. Drafted Gramm-Leach-Bliley Act language into the agreement for bank regulatory compliance.
Assisted New Jersey Managed Service Provider with its customer contracts The Managed Service Provider provides clouding computing, customer relationship management solutions (CRM), IT network outsourcing services and support, hosted and on-premise business Voice over IP (VoIP), and managed back up and disaster recovery. Drafted and revised their Master Service Agreement, Pricing Addendum, Cloud Service Attachment, and CRM Managed Service Agreement and Proposal.
Represented national Managed Cloud Services Provider with drafting Referral Agreement for Referral Partners. Drafted payment structure, qualifying sales descriptions, warranties and disclaimer of warranties, limitation of liability structure, dispute resolution provisions.
Assisted Texas Managed Service Provider with it’s customer contract with a chemical manufacturer. The Managed Service Provider provides customized IT services, data protection, disaster recovery services, cloud computing solutions, virtual desktop services, project management, and network management systems. Reviewed and revised customer’s changes to their Master Service Agreement, Managed Service Attachment, Microsoft Service Provider License Agreement (SPLA) language, Professional and Cloud Service Attachment, and Pricing Addendum.
Assisted IT services firm with drafting master services agreement, service level agreement, state of work for projects and service attachment for hosting.
Assisted Ohio Managed Service Provider with its customer contracts. The Managed Service Provider provides customized IT services, network design and monitoring, backup and disaster recovery, virtual desktop services, project management, break-fix, and emergency response. Drafted and revised their Master Service Agreement, Managed Service Attachment, Pricing Addendum, and Employee and Independent Contractor Agreement.
Represented a Texas Managed Service Provider with it’s Master Services Agreement, Managed Service Attachments, Project Services Attachment, Pricing Addendum, Employment Agreement, Independent Contractor Agreement, Gramm-Leach-Bliley Act Agreement (GLBA), Business Associate Agreement (HIPAA), and Subcontractor Business Associate Agreement (HIPAA).
