Wolff & Samson offers its clients a wide variety of services in the field of technology law. Our attorneys have extensive experience representing both vendors and users ranging from multinational corporations, public financial institutions, information providers, health care organizations, to small start-up software and Internet ventures. Among the areas in which we counsel clients are software licensing and maintenance agreements, including software development agreements, the procurement of information systems, outsourcing and ASP arrangements, print and electronic publishing, information provider services, linking and co-branding arrangements, content distribution agreements, online courses and educational material, online advertising arrangements, e-commerce, web hosting agreements, research and development agreements, private label transactions, reseller and value added reseller agreements, business ventures for developing and marketing new software products and web-based technology products, and technology sharing and cross-licensing agreements. More specifically, our services include:

• Negotiate representations and warranties
• Develop acceptance tests
• Negotiate indemnity commensurate with value of contract to vendor
• Assess need for source code escrow
• Negotiate warranty period
• Establish performance criteria under maintenance agreements
• Analyze need for insurance
• Include events of default to protect client's interests

• Analyze client's rights under existing agreements
• Alert client to case and statutory law which may expand client's contractual rights
• Assess rights to revoke acceptance of system
• Analyze merits of case and institute suit where appropriate

• Ensure that proper protections of proprietary rights have been obtained
• Confer with client's financial advisor to assess feasibility of client marketing own product
• Examine benefits of joint venture arrangement
• Advise client regarding outright sale of software to established software vendor

• Safeguard client's rights in its existing technology
• Ensure joint ownership of mutually developed technology
• Provide means for commercialization of joint technology in case of termination of agreement
• Establish dispute resolution mechanism to prevent delays in utilizing joint technology
• Assess need for cross-licenses to survive termination of agreement

• Counseled clients on legal issues associated with providing Internet-based services to financial institutions and health care providers
• Represented regional hospitals in outsourcing arrangements involving critical functions
• Counseled regional bank with respect to several outsourcing arrangements, including outsourcing of its check processing
• Advised vendor in connection with providing ASP services to physicians, hospitals and laboratories
• Represented multinational corporation in connection with outsourcing of certain billing obligations
• Advised multinational corporation with respect to outsourcing of data compilation and database development
• Represented vendors providing document storage and imaging services and environmental record management services, on-line meeting capabilities, resource management capabilities, and database services to end users
• Represented manufacturing company in connection with outsourcing of certain manufacturing operations

• Developed standard forms and advised vendor licensing software for use in banking industry
• Represented vendor providing software and services to health care organizations
• Counseled vendors in connection with reseller and private label transactions
• Negotiated software game development agreement on behalf of software developer
• Developed standard forms and counseled vendor providing trading software for use by financial institutions

• Advised client providing data to users through Internet and traditional print distribution
• Drafted content licensing agreements regarding content to be provided to third parties for use on their web sites
• Advised client regarding distribution and protection of data, including distribution directly to end users and through resellers
• Developed standard form for vendor providing on-line database to financial institutions
• Negotiated agreements establishing alliances to develop certain indices
• Represented client in transaction involving redistribution of data internationally
• Advised multinational corporation in connection with agreements for on-line search engines
• Developed standard form of linking and co-branding agreements for client
• Prepared on-line advertising agreements

• Represented multinational corporation with respect to content licensing, linking and co-branding arrangements in connection with on-line publication
• Represented multinational corporation with respect to providing online textbooks and other publications for online courses
• Negotiated editor, contributor and design and layout agreements
• Advised multinational corporation in joint marketing and joint development of on-line products
• Counseled major educational institution with respect to providing online courses, including forming strategic alliances to develop contents

• Represented publicly-traded corporation in connection with data processing system, including negotiating software license agreements and consulting agreements
• Advised publicly-traded corporation in connection with launching of its Internet Site

• Represented regional financial institution in creation of strategic alliance to offer on-line brokerage services to its customers through client's web site
• Represented regional financial institution in connection with software licenses, outsourcing arrangements, security agreements, ATM agreements and other technology transactions

• Advised clients on compliance issues with respect to Gramm-Leach Bliley and HIPAA
• Developed privacy policies for client's Internet Sites and providing advice with respect to the European Union privacy requirements, COPPA and sweepstakes regulations