Information and Technology

Overview

For many companies, information and technology are at the very foundation of their business models. For others, technology solutions and information management are essential tools used to carry out their day-to-day operations and achieve strategic objectives. For every organization, however, two things must contribute to the bottom line without creating unnecessary legal, regulatory, and competitive risks: effective technology solutions (including hardware and software products, internet and web-based services, data management and security, and business process outsourcing) and the proper management and protection of business-critical information.

Increase Technology Returns and Decrease Risks

Honigman’s multidisciplinary Information and Technology practice focuses on the intersection of law and technology. We advise clients in virtually every industry, including automotive, financial services, healthcare, retail and e-commerce, media and entertainment, life sciences, manufacturing, and other enterprises. On the transactional front, our attorneys have deep experience helping organizations develop, license, procure, and sell technology solutions and pursue corporate technology initiatives in a manner that strengthens business and customer relationships, increases resource efficiencies, and maximizes competitive strengths.

As the value of information has increased so too have the dangers associated with misuse of data, data breaches, and security incidents. To help clients reduce their exposure, we provide full-spectrum counseling on data protection and privacy compliance and help businesses respond quickly and effectively in the event of suspected or actual wrongdoing by employees or outside agents. We understand the complex interplay of state, federal, and international laws and regulations governing intellectual property and information technology; in fact, several of our attorneys hold Certified Information Privacy Professional (CIPP) designations from the International Association of Privacy Professionals. Our approach is practical and focused on the client’s business objectives while maintaining consistency with all applicable legal and regulatory requirements and guidance, with a particular emphasis on information security and privacy issues.

How We Help

We take a comprehensive, holistic approach to helping clients achieve their technology- and data-related business objectives. Our core areas of concentration include the following:

  • Information technology transactions. As the range of technology services and solutions expands, finding the right markets, customers, vendors, and providers has grown more complex than ever. We help clients identify, acquire, and monetize IT and IP assets, regularly advising on:
    • Licensing and cloud services agreements, including SaaS, PaaS, IaaS, and NaaS
    • Software development
    • Open-source and other software issues
    • System acquisition, implementation, and transition
  • Internet and e-commerce. B2B and B2C commerce accounts for a sizable portion of all economic activity. We regularly represent clients with regard to their online business presence and operations and provide guidance on issues that arise when conducting business electronically and over the internet. Honigman also counsels clients on compliance with applicable laws and regulations, including privacy and information security, and regularly negotiate and draft a wide variety of e-commerce agreements, including:
    • Website hosting and development
    • Website terms of service, privacy notices, and end-user license agreements
    • Advertising and marketing
    • Fulfillment services and related contracts
    • Domain name registration
    • Digital Millennium Copyright Act (DMCA) registration
    • Trademark, copyright, and patent infringement
    • Data collection and privacy issues
  • Stand-alone technology, IP, and data transactions. We handle all forms of stand-alone technology and intellectual property transactions such as acquisitions of intellectual property, licensing agreements, joint development relationships and joint ventures, strategic alliances, research and development collaborations, internet/e-commerce arrangements, and other types of cross-border technology transactions. We also have experience working with clients on their data acquisition, data licensing, and data monetization strategies in a wide range of applications.
  • Corporate and M&A transactions. Innovations and proprietary information are an ever-expanding asset class. We work closely with lawyers in our M&A, Finance, Private Equity, and Securities and Corporate Governance teams when matters of technology and intellectual property are implicated in strategic transactions, and, in varying degrees, based on the nature of the transaction. For clients engaged in business acquisitions, divestitures, joint ventures, and other transactions, we provide counsel on:
    • Transaction due diligence
    • Principal transaction documents
    • Transition-services agreements
    • Technology and IP-focused agreements
  • Commercial transactions. We have deep and broad experience in complex commercial transactions in which technology, data, and/or IP assets are key assets or issues. We regularly negotiate, draft, and advise clients on a broad range of commercial contracts, including:
    • Master supply and sourcing agreements
    • Reseller, sales representative, and distribution agreements and other marketing and channel relationships
    • Joint development agreements
    • IT equipment, software, and hosting services procurement agreements
    • Software and database development agreements
    • Maintenance and support agreements
    • Services agreements
    • Manufacturing, business process outsourcing, renewals, restructurings, and disentanglements
  • Media and entertainment. Today, virtually any company that hosts a website or has a Facebook account is a media and entertainment provider. We advise industry players and traditional businesses on legal issues arising in:
    • Music, film, literature, and video licensing
    • Publishing and royalties
    • Targeted advertising
    • Wireless and wireline telecommunications
    • Technology development and related maintenance and services
    • Internet of things
    • Mobile app development
    • Social media strategies and content delivery
    • Consulting services agreements
  • Outsourcing. In an era of rapidly changing technology and increased opportunity worldwide, outsourcing arrangements offer many incentives. Experienced counsel can be critical to navigating pitfalls that may arise in connection with IT and business process outsourcing relationships, and our attorneys bring valuable market experience and insight to such transactions and agreements. We have broad and deep experience in this sector, nationally and globally, ranging from limited engagement outsourcing to full, third-party solutions. We work with vendors and customers in the following areas:
    • Business strategy and goal development
    • Request for proposal (RFP) materials
    • Proposal evaluation and vendor-selection processes
    • Outsourcing agreements and contracts
    • Vendor and contract management
    • Formal and informal dispute resolution
  • Privacy and data security. All businesses are data driven, and protecting that data is increasingly important. As a full-service Information and Technology group, we work seamlessly with our Cybersecurity and Privacy practice group, as the issues and means of addressing threats are often commingled. Our privacy and data security lawyers work with clients to help them collect and use information and data in accordance with legal, regulatory, and contractual requirements and expectations in an environment that is evolving quickly and changing rapidly. We help address issues involving:
    • Collection, use, management, and disposal of protected data
    • Regulatory compliance
    • Reduction of information risks
    • Responses to security and privacy incidents
    • Privacy impact assessments
    • Written information security policies (WISPs)
    • Development, review, and maturation of internal privacy policies and external privacy notices
    • Privacy by design
    • Assistance with cyber insurance applications and insurance coverage issues
  • IP counseling. Collaborating with lawyers in our IP and IP Litigation practices, the Information and Technology practice group provides services in areas such as IP portfolio management, IP audits and due diligence, trade secret protection and management, standards counseling, open-source matters, and cloud computing, among other issues.
Removing Obstacles: Data Security and Privacy Litigation

Our Data Security and Privacy Litigation team helps clients respond to data breaches and other security incidents, as well as claims of privacy violations. We provide cross-disciplinary counsel that draws on our team’s extensive experience and skills as litigators, technology professionals, and regulatory and investigative lawyers. Combined with our substantive knowledge of data security, privacy regulations, and information security laws, we help clients achieve results and resolve disputes in a manner that best meets their business needs.

Related Resources:

Representative Matters

  • Advised a global diversified industrial company with respect to the renegotiation of a multibillion-dollar worldwide information technology outsourcing agreement

  • Represented a financial institution with respect to the licensing, development, and implementation of a proprietary loan origination and servicing software application
  • Assisted an automotive finance company with respect to the licensing and implementation of multiple software applications and systems used to document and service wholesale and retail loan portfolios
  • Advised a leading healthcare service provider with respect to the development of a proprietary software application used to manage medical records, medical test data, and third-party reimbursement activities
  • Represented global manufacturing companies with regard to the licensing and deployment of cloud-based business application and compliance with U.S. and international data protection laws and regulations
  • Assisted a multinational Tier 1 automotive supplier outsourcing its global IT functions, including application development and maintenance, data center services, telecommunications network management services, non-production procurement services, and finance and accounting services
  • Represented a multinational Tier 1 automotive supplier in connection with structuring transition service agreements to provide for the continued provision of back office and IT services to multiple plants and subsidiaries of the supplier that were divested
  • Advised a global automotive original equipment manufacturer (OEM) in a series of acquisitions and divestitures of brands and business operations, including structuring transaction services and other commercial agreements for the continued supply of information technology services, business process services, and contract manufacturing services
  • Assisted a global manufacturer of pump systems, fluid filtration devices, and air-handling systems in a global PeopleSoft implementation
  • Represented a multinational Tier 1 automotive supplier in restructuring its strategic enterprise-wide information technology and business process outsourcing contracts
  • Assisted a multinational Tier 1 automotive supplier in negotiation of an IT outsourcing agreement for the provision of services in over 20 countries
  • Represented a multinational Tier 1 automotive supplier in connection with its acquisition of voice and data communications services on a global basis
  • Advised manufacturers in connection with the termination of outsourcing agreements with troubled service providers and the transition to new service providers
  • Represented a leading global technology services provider in negotiating a series of outsourcing agreements with an automotive OEM with a combined contract value in excess of $700 million
  • Assisted manufacturing companies in connection with the competitive bidding process for enterprise resource planning (ERP) software licensing and implementation by the successful bidder
  • Advised global healthcare-product manufacturing company in global Sap implementation
  • Represented laboratory company in the development of proprietary software tool for use in ordering, labeling, and reporting on laboratory testing for healthcare system clients
  • Assisted leading provider of disease management systems in connection with value-added reseller (VAR) agreements and agreements with healthcare systems
  • Represented healthcare systems in connection with outsourcing of information technology staff and systems
  • Represented healthcare systems in connection with transition service agreements for information technology services in connection with divestitures and acquisitions
  • Purchased service arrangements between healthcare systems for information technology services
  • Negotiated system-wide health information technology contracts for multi-hospital healthcare systems

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