Practice Areas & Industries: Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

Solutions

We are committed to finding solutions to help you achieve your business objectives in a world of rapidly changing laws, technology and business models.

Representative Matters

• Created and implemented an eBusiness and Information Technology assessment tool to help companies identify and efficiently manage legal risks, opportunities and operational strategies.
• Created document retention program and policy for international electronic parts distributor.
• Developed and implemented service agreements and coordinated contract procedures with sales forces of numerous service companies.
• Developed appropriate service level agreements for mission critical service provider in financial industry.
• Developed strategy and drafted electronic contracts for ISP company to govern all online services.
• Prevented hoster liability for numerous hosting companies by Digital Millenium Copyright Act registration.
• Represented pharmaceutical company in a B2B marketplace.
• Prepared Gramm-Leach-Bliley policies and procedures for Fortune 500 company.
• Prepared service providers for HIPAA compliance in the healthcare field.
• Represented leading agricultural technology company in swine industry to purchase, consolidate, and sell management software services and data collection.
• Represented biometric smart card technology company for access and entry applications.
• Represented direct-to-consumer services company in non-reimbursed, elective healthcare industries.
• Negotiated and documented e-commerce agreements and prepared e-commerce policies for numerous e-business clients, including:
  • Joint ventures and strategic alliances
  • Web site design and development agreements
  • Software development and licensing agreements
  • Co-branding and private label agreements
  • Advertising and promotion agreements
  • Outsourcing agreements
  • Terms and conditions of Web site use
  • Terms and conditions of services
  • Terms and conditions of sale
  • Privacy statements
  • Warranty statements
• Represented an industry-leading Internet imaging company through multiple rounds of private placement investment, its IPO, and a follow-on public offering.
• Represented seller operating online business to business order exchanges in the residential and commercial construction industries (primarily electrical, plumbing, HVAC, and appliance industries) in sale of entire business for $27 million.
• Represented regional hospital in outsourcing of entire IT department, including transitioning of employees.
• Represented largest Internet hardware and services provider in selling Voice Over IP and related hardware, software, and services to Fortune 50 company.
• Represented largest Internet hardware and services provider in selling Internet hardware, routers, and switchers to various Fortune 200 companies.
• Represented large on-line agricultural software client in development of joint venture with domestic and international partners.
• Represented numerous clients with respect to filing of business method patents for various on-line business models.
• Established and acted as general counsel to bio-informatics company.
• Revised and standardized all world-wide technology service agreements for Fortune 100 company.
• Revised large pharmaceutical company's Employee Information Technology Practices and seminars for all company locations and sales force.
• Represented software development company in software transaction with national entertainment lighting company.
• Acted as outside general counsel to IT development and managed services outsourcing companies.
• Represented large 401K technology administrative company in multiple software and service transactions to large benefit providers.
• Represented selling stockholders in stock and asset sales of internet service provider companies.
• Represented placement agent as transaction counsel in several PIPES transactions with public technology companies totaling approximately $12 million.
• Represented Internet company in negotiating and documenting more than 100 strategic alliance, image marketing, distribution, licensing, service, technology, non-disclosure, product purchase, architecture program and other agreements with "best in class" customers and service providers.
• Represented numerous early and mid-level stage corporate clients in private placement/angel seed rounds and follow-on venture capital fundings.
• Counseled and represented sellers in $14 million sale of mortgage banking division (origination and servicing) of financial services software company.
• Represented acquirer in leveraged buyout of software company creating front and back end software for the temporary staffing industry.
• Represented business-to-business provider of wireless and online information services to the trucking industry in the following transactions:
  • Venture capital funding for first, second, and third VC rounds with leading technology VC financiers totaling approximately $30 million
  • Multiple venture capital bridge debt fundings totaling approximately $3 million
  • Negotiated licensing, hosting, and ASP strategic partnership agreements for internal (HR management) and customer (HR management, driver recruiting) software packages
  • Negotiated and consummated acquisition of driver/industry-oriented Web sites/portals, including domain names and accompanying intellectual property
  • Negotiated and consummated stock and asset acquisitions of enterprise-level software and hardware technology products applicable to the trucking industry
  • Negotiated and consummated credit facility with Silicon Valley Bank and replacement term loan and credit facility with Coast Business Credit
• Represented business to-business provider of wireless and online information services to the trucking industry in the following transactions:
  • Venture capital funding for first and second VC rounds totaling approximately $17 million $5 million merger with provider of online catalog software package
  • Negotiation of strategic partnership-level services agreements with major tools and durable construction goods manufacturers for customized online order processing between manufacturers and their customers
  • Negotiation of strategic partnership for exchange of enterprise-level software and related technology
• Assisted a global online agricultural-products exchange with its organization, financing, and the development of its auction marketplaces and virtual community.
• Counseled a music industry client that developed a Web site to collect data on musical tastes on the technology, privacy, and liability issues related to data collection.
• Negotiated participation of purchaser of commodity chemicals in an industry-specific online business-to-business exchange.
• Counseled numerous "bricks and mortar" clients in developing and implementing strategies to replace or supplement established business practices with Internet-based e-commerce solutions.
• Represented Internet imaging company in mergers with public company.
• Negotiated and prepared streaming-media services agreements to permit a major multi-practice managed care company to deliver educational seminars over the Web.
• Drafted legislation for the Tennessee Bankers Association to allow state regulatory filings with the Department of Financial Institutions to be made by e-mail. Following approval by the Tennessee Legislature, the Firm also was the first to utilize this new process.
• Active counseling of start-up, early stage, and intermediate stage technology companies in all aspects of corporate growth (formation, capitalization, stock incentive/other employee matters, fund raising strategies, exit strategies, etc.).
• Negotiated and consummated several merger transactions representing the sellers of technology companies (software/service bureaus/internet hosting, site development and hosting, etc.).
• Developed a protocol for use in preparing for litigation defense for an industry-leading Internet company.
• Advised e-health clients on proposed HIPAA regulatory and reimbursement requirements.
• Assisted numerous ebusiness clients in raising seed capital and venture capital financing including e-health provider, health care management, Internet computer resale, Internet imaging, Internet and application service provider, software development, and WAP systems development companies.
• Represented a large Internet computer reseller and refurbisher in preparing terms and conditions of sale agreements, privacy statements, and hyperlinking agreements.
• Represented a consolidator of Internet service providers in developing management programs for the companies it acquired and in raising capital for additional expansion.
• Represented an international health care company in making a $15 million equity investment in an Internet teleradiology company.
• Represented the purchaser of $20 million of convertible preferred stock of a leading e-health provider.
• Developed virtual marketplaces for various business-to-business and business-to-consumer concerns.
• Documented the transfer of ownership of computer files and assignment agreements for a large telecommunications software / hardware corporation.
• Obtained federal trademarks for domain names for numerous c-business clients.
• Negotiated and successfully resolved domain name disputes.
• Performed intellectual property and corporate due diligence for numerous e-business concerns.
• Represented several Internet service providers in general corporate and intellectual property matters.
• Represented numerous financial institutions in reviewing and implementing Internet banking products.
• Prepared partnership provider click-wrap agreements for a major multi-practice managed care company.
• Negotiated and documented a Web site development agreement for a software developer in connection with the development of a vertical community.
• Represented a multinational corporation involved in the design and production of computer hardware.
• Negotiated and drafted content provider agreements for a multinational technology corporation.
• Prepared license agreements for e-health content.
• Prepared application service provider agreements for health care providers.
• Acted as lead counsel for major e-health Internet concerns.