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Technology Transactions

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Technology transactions counsel for licensing, development, technology M&A, and strategic alliances, structuring deals that protect your IP and commercial terms while letting the partnership actually function.

Technology transactions live or die on the details of IP ownership, license scope, and the commercial terms underneath them. Our attorneys built software before they practiced law, so we read these deals the way an engineer and a lawyer would together. We structure licensing, development, technology M&A, and alliance deals that hold up technically and legally.

Technology Licensing Deals

A license is only as good as the rights it actually grants and the limits it sets. We negotiate inbound and outbound technology licenses covering the IP grant, field-of-use and territory restrictions, exclusivity, ownership of improvements, sublicensing, and source code escrow, and we make sure the scope on paper matches what the product roadmap and the partnership really require.

Software Development Agreements

Custom development deals run into trouble over who owns the result and what counts as done. We structure development and statement-of-work agreements that nail down IP ownership and background-IP carve-outs, milestones, acceptance testing and criteria, change control, and warranties, so both sides know what gets built, who owns it, and what happens when the spec inevitably shifts mid-project.

Technology M&A Diligence

Acquiring a technology company means acquiring its code, its IP chain, and its technical risk. We handle technology M&A with diligence that actually examines the assets that matter, including open-source usage and license compliance, IP assignment gaps, and data rights, then translate those findings into reps, indemnities, and integration planning so you understand what you are buying before you commit.

Strategic Alliances And Partnerships

Partnerships between technology companies have to share enough to work without giving away the crown jewels. We structure strategic alliances, joint development agreements, OEM and reseller arrangements, and co-marketing deals, defining each party's contributions, the ownership of jointly created IP, exclusivity, and exit rights so the collaboration creates value without leaving you exposed if the relationship ends.

Frequently asked questions

Whoever the contract says owns it, so this needs to be spelled out, not assumed. The common options are full ownership by the customer, ownership by the developer with a license back to you, or joint ownership. Don't rely on the default rules; under copyright law, an independent contractor often keeps ownership unless there's a written assignment, so put the result you want in writing.

Pre-existing IP that a party brings to the project (its background IP) should stay with that party, with a license granted so you can use the deliverable that contains it. The risk is buying a deliverable you can't fully use because it's built on the vendor's tools. Identify and document background IP up front so the ownership and license lines are clear.

Build an acceptance process into the contract: define the criteria the deliverable has to meet, a testing period to verify it, and what happens if it fails, such as a cure period, rework, or termination. The key is that payment and acceptance are tied to the technology meeting the spec, not just being delivered.

At a minimum, get warranties that the vendor owns or has the right to license what it's providing and that it doesn't infringe third-party IP. Back those warranties with an indemnity that covers IP infringement claims, including defense costs, so a third-party lawsuit over the technology is the vendor's problem, not yours.

Open source carries license obligations, and some of them can reach your proprietary code. Copyleft licenses like the GPL can require you to release source code for software that combines with the open source component, which may be the opposite of what you want for a proprietary product. You need to know what open source is in a deliverable and what each license actually requires before you ship.

Sign an NDA before you share anything sensitive, then carry confidentiality obligations into the main agreement so they survive the relationship. Pair the contract terms with practical security measures, like limiting who has access and how data is stored, so the protection isn't just on paper.

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Our team

Attorneys who can help

CS
Casey Scott McKay
Attorney
Washington, D.C.
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