Derek J. Schaffner

Derek leverages his industry experience, business insight, and technology background to help clients achieve their commercial goals.

Derek Schaffner is a technology transaction attorney who counsels clients regarding legal and strategic business issues associated with complex transactions and outsourcing engagements from the bid stage through contract execution.

His practice focuses on artificial intelligence, large language models, cloud computing, SaaS, privacy and data security, information technology, software development, systems implementation, business process transactions, integrated facilities management, third party logistics, and licensing. Derek also advises clients regarding intellectual property, information technology, and privacy issues in M&A transactions, including performing due diligence and negotiating contractual terms for those items in purchase agreements.

Derek’s representative information technology transactions include the outsourcing of IT infrastructure services and support, managed network services, network security services, application development & maintenance, and telecommunications services. His representative business process sourcing transactions include ERP deployments, the outsourcing of finance & accounting functions, human resource/employee services, and international employee relocation services.

Derek has also represented clients in custom software development agreements, semiconductor chip manufacturing agreements, technology and pharmaceutical licenses, end user license agreements, website development/terms of service agreements, and content/distribution agreements. He has represented clients in a variety of industries with an emphasis on financial services, consumer products, manufacturing, hospitality, health care, energy, mining, and space.

Prior to practicing law, Derek held senior management positions at Microsoft, Xerox, and Accenture.

Awards & Recognition

• Recognized by Chambers USA as an “Associate to Watch” (2012-2014)

• Editor-in-Chief, Legal Information Institute (Cornell’s online law journal), 2004–2005

• Internet Editor, Cornell Journal of Law and Public Policy, 2004–2005

Speaking Engagements

• Speaker, “Contracting for Agile Software Development Projects,” Singapore Attorney-General’s Chambers (AGC) Legal Service Academy (March 2024)

• Panelist, “Artificial Intelligence: Hype and Reality in Artificial Intelligence Investments,” Washington DC ArchAngels’ 2023 Innovation Investors Roundtable (December 2023)

• Roundtable Discussion Leader “Building a High-Value Patent Portfolio: Expert Strategies for Protecting AI Innovations,” TechGC 2023 Global Summit (November 2023)

• Roundtable Discussion Leader, “Large Language Models and Compliance with Privacy Law,” TechGC Global Summit (November 2023)

• Roundtable Discussion Leader, “Managing Data Privacy and Security Risk in SaaS Agreements,” TechGC Global Summit (November 2022)

• Speaker, “Successfully Navigating Open Source in a Commercial Context,” Synopsys FLIGHT Conference (May 2022)

• Speaker, “Agile Software Development Agreements,” Strafford Webinars (September 2021 and 2018)

• Speaker, “Agreements: Top Pitfalls,” Federal Bar Association (February 2019)

• Speaker, “Structuring Cloud Computing Agreements after Wayfair,” Strafford Webinars (November 2018)

• Speaker, “Contracting for Agile Software Development,” Sourcing Interest Group Global Summit (March 2017)

• Speaker, “Legal Risks of Open-Source Software,” Practicing Law Institute (October 2009)

• Speaker, “Open-Source Licenses,” PLI’s Understanding the Intellectual Property License (October 2008)

• Speaker, “Protecting IP in Europe,” U.S. Foreign Commercial Officer Annual Meeting, Berlin (May 2006)

Articles & Publications

• Author, “Agile Software Development Brings New Contracting Issues,” Law360, June 27, 2016

• Author, “When Seller Contracts for IT On Behalf Of Acquisition,” Law360, 1 February 1, 2016

• Quoted in “How to Contract for Outsourcing Agile Development CIO,” Business & Technology Sourcing, July 1, 2016

• Quoted in “6 Outsourcing Questions to Ask During an M&A,” CIO.com, January 29, 2016

• Author, “Considerations in Exiting Outsourcing Deals,” Inside Counsel, October 2014

• Author, “Adding Value in Finance and Accounting Outsourcing,” Law360, September 2013

• Author, “Renegotiation Success: How to Manage the Legal Pitfalls,” FSOkx Magazine, Fourth Quarter 2007

• Author, “The Digital Millennium Copyright Act: Overextension of Copyright Protection and the Unintended Chilling Effects on Fair Use, Free Speech, and Innovation,” 14 Cornell J. L. & Pub. Pol’y 145

Representative Matters

• Represented a SaaS healthcare startup in multiple licensing transactions for private label versions of its AI algorithm for open enrollment and claims processing.

• Advised a client as to copy-left open-source issues using code generated by AI tools.

• Represented a network surveillance client in multiple licensing transactions for its AI-based monitoring platform.

• Represented a biotech company in negotiations to license Google’s cloud platform/tools to build a generative AI platform.

• Represented a client in a software license audit that was dismissed, avoiding a $17 million payment.

• Represented a Fortune 50 financial services firm in conducting due diligence efforts related to its acquisition of a broker with an electronic trading platform.

• Represented a start-up company building a low-earth orbit satellite network in all technology agreements, including semiconductor chip design and manufacturing.

• Represented a private equity firm’s mortgage business in negotiations with multiple vendors for various IT/cloud services to build out its technology infrastructure.

• Represented an online marketplace of lodging experiences to standardize its master contract agreement for the delivery of customer experience services globally.

• Represented a government-sponsored financial entity in negotiations with three leading service providers for a $200 million multi-sourced application development and maintenance (ADM) solution.

• Represented a Fortune 50 financial institution in negotiations with multiple suppliers for network security services.

• Represented an international financial institution in negotiations for a treasury system, including mobile.

• Represented a Fortune 50 consumer products company in the renegotiation of its master services agreement to provide a $565 million global human resources services solution over a seven-year period.

• Represented a multinational corporation in the negotiations of service agreements with various providers for finance & accounting, IT/cloud, and telecommunications services to its divested business unit.

• Represented a Fortune 50 consumer products company in the renegotiation of its master agreement with a telecommunications provider for a five-year extension to provide $300 million worth of services.

• Represented a very large privately held food processing company in negotiations with two leading system integrators for the implementation of an enterprise resource planning system.

• Represented a publishing company in the development of customized software development using agile.

Professional Affiliations & Activities

• Member: District of Columbia Bar, Maryland State Bar, and New York State Bar

• Cornell Alumni Admissions Ambassador Network (2009-present)