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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Tuesday, February 27, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$297.00
CLE
ALL

This CLE webinar will discuss key contractual considerations for startup companies during the early stage of the company's lifecycle to protect the company's value, intellectual property, and commercial position. The panel will highlight common contractual mistakes that startups make, best practices for negotiating and drafting key contractual terms to avoid problems with future transactions, and strategies for addressing issues retroactively. This panel focuses primarily on business-to-business agreements and, where applicable, business-to-consumer agreements (e.g. software product terms of use), but some of the principles also apply to other contracts such as those with employees and contractors.

Faculty

Spencer Glende
Partner
Mayer Brown LLP

Mr. Glende counsels clients on transactions to develop, acquire, and commercialize products, services, and IP in technology-centric industries. He has extensive experience structuring and negotiating complex commercial agreements, technology development agreements and strategic transactions, including collaborations, IP licenses, and channel-partner agreements for software, life sciences, and other technology companies. Mr. Glende also manages the IP aspects of significant corporate transactions such as mergers, acquisitions, and joint ventures. He has over 20 years of technology-transactions experience representing startups, mid-size firms, and top-tier technology companies worldwide, with particular focus on Silicon Valley and the Mountain West. 

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Adam Nyhan
Shareholder
Perkins Thompson

Mr. Nyhan focuses on corporate, software and financial services work for companies in the United States, Europe, Latin America and India. He advises SaaS providers, custom software developers, website developers, DevOps firms, mobile app developers, video game developers, virtual and augmented reality (VR/AR) companies, managed IT services firms and companies developing AI or incorporating it into their products. Mr. Nyhan also represents FinTech companies and regulated financial services institutions including banks, money transmitters, money services businesses and insurance companies. In addition, Adam represents businesses that use blockchain technologies, cryptocurrencies and NFTs. He writes product documentation and contracts (EULAs, license agreements, API agreements, software reseller agreements), negotiates business-to-business tech deals, designs privacy/cybersecurity/data protection compliance programs, forms companies and guides companies in investor relations and financing. Separate from his legal work, Mr. Nyhan co-founded a Los Angeles software startup, was a Product Manager and GC for a NYC software company, and has founded two other businesses. He has worn nearly every hat inside a tech startup, from enterprise sales to pitching investors, from UX design to managing sprints with offshore engineering teams.

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Scott F. Young
Partner
Mayer Brown LLP

With over 25 years of experience representing clients in hundreds of technology-related transactions, Mr. Young is trusted by clients for counsel on a variety of corporate matters and commercial contracting issues, including software and technology licensing, product distribution, purchase and supply agreements, and other technology and commercial transactions. Companies seek his advice in a variety of industries, including the medical device, life sciences, SaaS, software, services, energy, and other technology-based industries. Emerging company clients also rely on Mr. Young in M&As, and venture capital and angel financing transactions.

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Description

Technology startup companies typically have limited resources in the early stages of the company's lifecycle. These limitations and the many competing priorities for management's time and attention often result in startups making critical contracting mistakes that inadvertently weaken their commercial position.

Commercial contracts that receive little or no attention during the startup phase frequently create issues later in the company's lifecycle. Failure to be proactive in the initial contracts phase or to retroactively remedy prior mistakes as the company moves forward can place the company in breach of its business-to-business contracts; it can create uncertainty about the company's ownership of its intellectual property; and it can create a host of operational risks. It can also jeopardize financing and kill or devalue M&A deals when investors or acquirers discover these problems in their due diligence.

When entering into commercial and IP-related agreements, startups and even well-established companies should consider not only the present context and objectives of each contract, but also how each contract's language could significantly impact investments, transactions, and acquisitions in the future. Companies that are proactive in protecting their commercial position and IP rights upfront are better positioned when it comes time to raise funds or sell the company.

Listen as our authoritative panel highlights common contractual provisions and issues that need to be handled with care and foresight early on to avoid problems in future transactions. The panel will provide tips for identifying potential legal pitfalls and strategies for remedying contractual issues retroactively.

Outline

  1. Overview: contractual issues facing startups in the early stages of the company's lifecycle
  2. Being proactive with contract drafting: effectively positioning the company for future investments or acquisitions
  3. Contract issues to address early on, with drafting and negotiation tips for each, focusing especially on:
    1. IP ownership and protection
    2. Current hot-button topics that are on investors’ and acquirers’ minds (like privacy and AI)
    3. Commercial terms that could poison a deal (like exclusivities and MFNs)
  4. How to cure prior contracting mistakes
  5. Key takeaways

Benefits

The panel will address these and other key issues:

  • What are common contract clauses that can create material issues for tech startups if not properly addressed at the time of contracting?
  • How can counsel be proactive with contract drafting to position a startup for future investment or acquisition?
  • How to identify potential legal pitfalls and strategies for correcting or remedying a startup's prior contracting mistakes or errors