Technology and Outsourcing

Technology companies and their customers have their own specialized legal needs. We work closely with specialized patent prosecutors in devising a comprehensive strategy for protecting patentable technology. We help clients safeguard their trademarks, copyrights, other intellectual property and trade secrets with appropriate trademark filings and implementation of confidentiality and invention assignment agreements.

We provide counseling to software companies or their licensees regarding software development agreements, technology licensing agreements and application service provider (“ASP”) agreements, including provisions for software maintenance and performance standards. We help customers of software development and ASP services to determine the appropriate testing and acceptance procedures and performance standards for the product or service. The goal is to ensure that the client’s business needs are met by providing the appropriate incentives for the vendor, which may include incentive payments if a performance standard is exceeded, or penalties or credits if a performance standard is not met.

Companies may desire to outsource a number of functions, including call centers, customer relations, help desk support, data entry or data mining and marketing and we have negotiated a number of outsourcing agreements for such different types of services. The key to a successful outsourcing relationship is clarity on the services being provided, the performance standards applicable to such services, and the appropriate incentive, penalties or credits to align the incentives of the vendor with the business goals of the customer. For example, if call center services are being outsourced, the customer would want performance standards that would require that an incoming call is picked up within a minimum time period, that an inquiry is successfully handled within a set time period and that the call is handled in a professional manner. If data entry services are being outsourced, the customer would want minimum accuracy standards, quality control procedures, procedures to maintain the confidentiality and security of data and satisfactory backup and data recovery procedures. If the vendor is using overseas facilities, security and backup concerns become even more important. If the vendor is making outbound phone calls, they should have procedures in place to comply with applicable “Do Not Call” laws. Although negotiation of these issues is often protracted, achieving agreement on these issues up front will reduce the possibility of misunderstandings about the scope of services being provided and contribute to the success of the outsourcing relationship.

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