“Good fortune is what happens when opportunity meets planning.”

— Thomas Edison

Information Technology Litigation

It is an unfortunate fact of life: the Internet, which has enriched our personal and business lives in countless ways, has also created cyber crime.  In addition to the fraudulent activities that make the news, like phishing and a multitude of scams, much cyber crime is subtler and may have even been unintentional.  However, it is still damaging to its victims.

Even the most informed company is likely to face issues that require litigation, such as these:

  • Competitors watching your web site and spinning off versions of your new products and ideas as their own
  • Hackers downloading free trials of your software products and modifying them for permanent free use
  • Vendors hired to create software for your company later using all or portions of your code for another client
  • Your own employees or affiliates can run afoul of anti-spam legislation, opening your company to lawsuits

The attorneys of Schwartz Manes Ruby have a 20-year history litigating all types of information technology (IT) issues and will defend your valuable electronic assets.

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Technology Systems Acquisitions

When you acquire new technology systems for your business, a prudent practice is to count on your information technology department to make sure the system integrates well with systems that you currently use, and the data is compatible and secure.  Just as important, you must be sure all vendor contracts and purchase agreements connected with the acquisition protect your company’s data and secrets.

You need an advocate who can anticipate potential issues and write contracts that will keep your company secure.

 

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Requests for Proposals

A good request for proposal (RFP) is key to purchasing the right technology to meet your company’s needs.  A RFP is commonly known to provide the information needed so vendors can bid on the systems or services you need.  But when technology is being bid, the document really does much more.  The RFP is actually the roadmap that both you and the vendor will follow for the balance of the acquisition project.

Consultants know the technology.  They are vital to an acquisition.  However, for the most part, they are unfamiliar with the ins and outs of contract law, commercial code, copyright law, and other legal strategies by which an RFP can be used to obtain the lowest price and, at the same time, assure that vendors offer the best solutions.

At Schwartz Manes Ruby , we create RFPs that usually result in the best prices.  In addition, our RPFs help ensure that the services or products you purchase work best for your organization in the following ways:

  • The services or products you select will best meet your needs.
  • The RFP will enable vendors to use their superior knowledge of the marketplace to fashion solutions that will work best for the lowest cost.

At Schwartz Manes Ruby, we draft RFP ground rules that can level the playing field, extend vendors’ warranties and assure that you know what your company owns and what it doesn’t.  We focus on successfully negotiating terms with vendors.  It is not enough to negotiate the technology details of the acquisition.  The contract terms are vital, as well.

We are also experienced in working as part of an acquisition team and are advocates for the acquisition team concept.  The additional cost of both a consultant and an IT lawyer is minimal compared to the potential dangers of an unsuccessful acquisition.

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Web Site and Software Development Agreements, Licensing Agreements, and Joint Ventures

One of the most difficult types of agreements to create is for custom or semi-custom development of computer systems or software.  For the purchaser, it is almost impossible to set specific standards of performance for a system that does not yet exist.  For the developer, it is intimidating to agree to do a project that may or may not be possible.  Perhaps the hardest job for both parties is to reach an agreement on how to divide the risk.

Most of today’s development agreements are for semi-custom development.  The developer creates a template that serves to customize an off-the-shelf software engine or database.  Most business information systems are basically made up of databases.  However, manufacturing, engineering, graphical design, and many other types of business also have customizable engines available, onto which a template may be built.

In creating semi-custom software or systems, there are certain questions that should be answered in any development agreement.  Not necessarily in order of importance, they include:

  • Who is responsible for the choice of the underlying software engine?
  • Does the purchaser have to buy a separate license to the underlying software engine?
  • Who is the owner of the semi-customized template?
  • Is there a provision for adequate testing before acceptance, to assure meeting specifications?
  • If the developer is the owner, can the template be licensed to a competitor?
  • If the developer is the owner, can the purchaser use the software for multi-users or on multiple computers?
  • Where is the source code and who has rights to use it if the developer goes out of business?
  • What type of warranty is granted regarding both the engine owner and the developer?
  • How is ongoing maintenance and support assured?
  • Clearly, semi-custom development contracts pose many complex issues.  Creating viable contracts for fully custom development contracts can be an exacting process and a daunting task because you are dealing with many unknowns, such as the following:

  • Results are unknown until completion of testing and refining.
  • Time for completion is uncertain, since the creation involves software that was never created before.
  • The cost of development can be enormous and difficult to predict.

Fully custom development agreements must include meticulous descriptions of the functions to be performed, the nature of results to be sought, and the speed at which the system must operate.  Additionally, while you might assume that all risks associated with software malfunction will be born by the developer, risks are often shared.  With all the unknowns involved in developing a brand new technology product, it would hard to find a developer willing to bear all the risk in an inherently risky venture.

Schwartz Manes Ruby is highly experienced in the vigorous contract negotiation that is vital to creating a level playing field, in both semi-custom and in custom development agreements.

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Information Security

Whether your business focuses on technology, or technology is only a part of your company’s concerns, you need to make sure that all your data, trade secrets, and other information are safe.  The attorneys at Schwartz Manes Ruby know how to write non-compete and non-disclosure agreements that will ensure that anyone with access to your valuable information will keep it safe.

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Call our office at (513) 579-1414 or contact us online today to help with any internet or information technology issue.