SeCT brings to bear decades of experience representing clients implementing business-critical software, ecommerce, and technology platforms, products, services, and solutions transformative or complementary to their businesses. SeCT’s primary goal is to help clients “de-risk” and optimize these projects at scale. While these projects often span several years, with budgets reaching into eight or nine figures, the group is well-positioned to deploy its considerable experience to assist with smaller projects as well. In particular, the group strives to help keep these projects on time and budget, as well as ensure that systems function properly.

Software Procurement & Implementation

SeCT has deep experience negotiating agreements for mission-critical software and implementation with systems integrators (SIs). The team has advised clients through all phases of procurement, including RFP development, review of proposals, and negotiation of licenses, subscriptions, and implementation (systems integration) agreements. When things go wrong, our lawyers can steer the project back on track and, when necessary, provide litigation and other dispute resolution services.

Companies often do not have the necessary experienced personnel to navigate mission-critical software projects. Executives, IT Managers, and their personnel may typically lead only a handful of truly mission-critical software platform implementation projects. SeCT provides client leadership teams with experienced guidance through the contract intake process, making sure the vendors’ contract and related documents provide ample incentives and teeth to keep the project on time and budget and ensure that systems are functioning properly and to specification. Our lawyers work as a team (alongside the client and their consultants) to build robust statements of work (SOWs) and other technical documents that assure clients that foreseeable problems are contemplated by the contract and course corrections will be made with minimal impact to the timeline and budget.

SeCT group members regularly assist clients with review, revisions to, and negotiations of:

• RFP development – to ensure that key business requirements are included, and other business needs are identified from the start
• Review and negotiation of master agreements (including SOWs)
  • Software licenses, subscription (SaaS) agreements
  • Professional services – implementation, SI agreements
  • SOWs, SLAs, data security & privacy exhibits, and other ancillary documents
• Enterprise resource planning (ERP) agreements
• SI agreements for implementation of software applications and platforms
• Cloud computing, SaaS, infrastructure as a service (IaaS), platform as a service (PaaS), integration platform as a service (IPaaS), and application service provider (ASP) agreements
• IT outsourcing, consulting, and staff augmentation agreements
• Software development agreements
• Software licensing agreements, EULAs, and user terms and conditions for applications (Apple Store and Android)
• Data use agreements
• App store agreements
• Hardware procurement and installation service agreements

eCommerce & Payments

SeCT advises ecommerce platforms and vendors, marketplace operators, payment processors, seller and merchant of record service providers, and third-party logistics providers (transport and warehousing) on a wide range of legal issues arising from the design, setup, maintenance, operation, and servicing of omnichannel ecommerce platforms, applications, integrations, and related components and subsystems. Our lawyers help clients thrive in the digital marketplace and mitigate risks inherent in their online presence and digital commerce, including supply chains, advertising, intellectual property rights, product and trade regulatory compliance, consumer rights, and data privacy.

SeCT group members regularly assist clients with review, revisions to, and negotiations of:

• B2C, B2B, C2C/D2C, C2B, and omnichannel platform launches across all stages of digital commerce, including 1P, dropshipping, 3P/marketplace, quantitative management, automation, and optimization
• eCommerce vendor services, gig-economy agreements, marketplace agreements, payment processing and merchant services, BNPL, web- and mobile-app hosting and development, and various clickwrap agreements
• eCommerce fulfillment solutions (incl. TMS and WMS), carrier management, first-mile, middle-mile, and last-mile optimization, 3PL (warehousing and transport), freight forwarding (land, air, and sea), fulfillment services, customs brokerage, manufacturing and capacity outsourcing, HR/recruitment services, promotion and marketing services, 
• eCommerce platform management (design, maintenance, operation), open source, web and mobile applications
• Website hosting, development, and services
• Clickwrap agreements, online terms of use, sale and services, privacy policies, disclaimers, and cookie policies
• Call center/customer service operations, HR, and other outsourcing

Technology & Commercial Transactions

SeCT group members include attorneys who focus their practice in essential areas such as litigation, data security and privacy, and transactional and regulatory matters. Clients benefit from SeCT members’ diverse experience supporting a wide variety of technology and other commercial transactions and related advisory matters.

SeCT group members regularly assist clients with review, revisions to, and negotiations of:

• Technology development and distribution
• Referral, reseller, value-added reseller, sales representative, distribution, services, consulting, equipment leasing, and agency agreements
• Technology/IP due diligence; IT and software advisory and due diligence support on M&A transactions
• Strategic alliances, joint ventures, joint development agreements, and transition services
• Litigation of technology errors & omissions (programming errors, application vulnerabilities, project delays, integration issues, deficient work claims, privacy breach, “scope creep,” and other scope of work disputes)
• Data security, privacy, and retention
• Risk and crisis management
• Business continuity
• Developing mechanisms for simplifying contracts and intake processes and facilitating various client- and business-facing training programs