Resource Library

In-house counsel are accustomed to the ritual of negotiating NDAs to prevent unauthorized use and disclosure of their company's confidential and proprietary information, but they often overlook the perils of overnegotiating NDAs. This article highlights these perils and offers practical tips for drafting and negotiating NDAs for U.S. and international companies in order to quickly conclude an NDA that conscientiously protects confidential and proprietary information, without the unnecessary extras.

People, companies and even governments generate an enormous amount of data about themselves every day. From ordering a latte without foam to negotiating a major contract, there is a growing perceived need to collect and mine the resulting data for useful insights about markets, customers, competitors or competitive threats. How can we do this? What legal issues surround the collection of this data? What issues surround the use of the data? If your company is using big data, what should it be concerned about? How does it stay out of trouble and out of the headlines?

"Put it in writing." Those four words used to be sage advice to parties looking to ensure their legal rights. The advent of technology and the essential reliance on computers to conduct business have made the traditional battle of the forms notion almost obsolete. Today, thanks to shrinkwrap, clickwrap, and other electronic agreements, there are a myriad of ways to form a contract, and even more ways to modify it. In a nutshell, contract management has become much more difficult in the digital age.

This is an extensive sample contract focused on engineering and design services between two entities.

Completing a successful Chinese M&A transaction can be trickier than new math. There are tons of legal hurdles to clear: government approval, anti-trust clearance, transferring real estate, trademarks and patents and repatriating profit, to name a few. Trying to tackle the transaction without a game plan is a sure set-up for defeat - but this article outlines an experienced attorney's firsthand knowledge to make the process less cumbersome.

Data flow is endless, branching out to vendors, 
 affiliates and the personal mobile device of employees. 
 Organizations must manage this data in a legally
 compliant manner — which is where in-house counsel 
come in. Corporate attorneys wear multiple hats: 
the investigator that understands the flow of data
 and potential threats to its controls; the analyzer that
 knows legal and contractual obligations; and the 
advisor that offers reasonable and practical advice.

With data breaches and security vulnerabilities on the rise, it is essential that your company develop an effective information security and data protection program. First, legal and business stakeholders must collaborate to form a comprehensive yet accessible policy. This article outlines a three-step process and 10 lessons learned that can help with facilitated policy development.

Agreement between two companies in which one company contracts to help the other develop a product. Provides for definition of terms, a statement of cooperation and development, development program management, ownership of technology, protection of technology, infringement of industrial property rights, funding of development program, confidentiality, assignment, term of the contract, and other standard provisions.

This Opinion analyses the criteria set down in Article 7 of Directive 95/46/EC for making data processing legitimate. Focusing on the legitimate interests of the controller, it provides guidance on how to apply Article 7(f) under the current legal framework and makes recommendations for future improvements.

The following article is a primer to help explain the negotiation of a license for customizable software products. This article discusses what to consider as part of the business arrangement, including issues related to product performance and liability, risk sharing, intellectual property matters, and other legal issues. This article is certainly not a substitute for personal advice from in-house counsel geared to the particular matter at hand, but should help lay the groundwork for discussions.