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Technology (and, in particular, software) can be transferred in many ways, including licensing, distribution, co-venture/alliance, or a combination of these methods. For more than 30 years, Pillsbury has been active in the large-scale commercial licensing of software. We have structured and negotiated thousands of technology transfers and related agreements for suppliers and customers worldwide. Our experience covers all facets of the process – from development agreements to software license and support (maintenance) agreements, applications service provider (ASP) agreements, technology transfer and distribution agreements, joint ventures, strategic alliances, and co-marketing arrangements.
In the UK, our London office provides in-depth knowledge of local custom and practice with respect to such agreements. We supplement our own body of experience with an extensive network of foreign technology counsel with whom we work to adapt our approaches and agreements for use in other countries. We approach each transaction with the business goals of our client in mind.
Licensing is the predominant form of granting property rights in software and its associated intellectual property. While the vendor community relies heavily on form agreements, knowledgeable counsel provides substantial value when the transaction goes beyond the basic commodity-type relationship. For example, parties to licensing arrangements often fail to describe adequately the actual software being licensed, ignore impacts from changes in their business organization, or leave unresolved rights with respect to future developments or enhancements to the software. We assist our clients in structuring these relationships to avoid unintended consequences as the circumstances of their business changes. Our knowledge is especially valuable in large, enterprise-wide licensing agreements with the major software suppliers such as Microsoft, Oracle, IBM, SAP, and Siebel. The increasing use of open-source (e.g., GPL) software arrangements, rather than simplifying the process, often places a premium on the use of experienced counsel to address the full spectrum of issues raised by open-source software.
Technology Transfer and Distribution involves the exploitation of technology and maximization of revenues by identifying and implementing the most strategic distribution structures, including licensing and sublicensing, electronic publishing, OEM/remarketing, value-added reseller (VAR), strategic alliance, or joint venture. We help our clients choose the best options and implement ancillary agreements such as technology sales, divestiture, teaming, and research and development (R&D) contracts. In these relationships, we work to protect our clients' intellectual property rights and ensure compliance with technology export controls and other international regulatory requirements. The lawyers in our London office are knowledgeable about the UK and European Union rules and guidelines relating to technology transfers.
Joint Ventures, Strategic Alliances, and Co-Marketing Arrangements are used by technology suppliers with complementary products and between technology suppliers and their customers to exploit their combined skills, experience, and intellectual capital. We have structured a wide variety of these kinds of arrangements. Our deep understanding of the software business and the latest technologies and systems, coupled with our skills and experience in negotiating complex relationships, enables us to identify and structure arrangements best suited to our clients' objectives.
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