Business Law
Wilftek provides advice on how to grow your business and leverage your assets, including people, finance, and technology.
Professional and Consulting Services Engagements: Buy- and sell-side support for negotiating professional services, management consulting, software support and maintenance, and systems implementation and integrator transactions.
Client and Mobile Software Application Development: Consideration of copyright and licensing matters unique to software development agreements including employee rights, moral rights, source code management, open source software issues, and ongoing support, service and maintenance requirements.
Software-as-a-Service Engagements (SaaS, Managed Services): Management of legal issues unique to cloud-based Application Service Provider (ASP) and SaaS engagements including encryption, privacy, security, service levels, availability, disaster recovery, business continuity, recovery and migration; support for ongoing service and support agreements; management of shared or leveraged services arrangements as well as high-end dedicated environment transactions.
Business Process Outsourcing and Information Technology Outsourcing (BPO/ITO): Buy- and sell-side support for negotiating outsourced services transactions; identification and management of related legal issues, including intellectual property rights, human resources, labor and employment and employee benefits matters, and audit and tax issues. Buy-side preparation of requests for proposals, documentation of internal procedures and requirements, and vendor selection and due diligence. Management of regulatory and operational issues unique to outsourced services transactions including management of offshore locations, OFAC, FCPA and WARN Act compliance, and required securities filings. Ongoing support for managing relationship governance and service level agreement (SLA) obligations.
Procurement and Supply Chain Management Support: Complete support for enterprise strategic sourcing, procurement or supply chain management groups from template drafting and management through ongoing training and buy-side contract negotiation.
Software Licensing: Support for inbound and outbound (buy- and sell-side) software licensing arrangements from custom-developed software to commercially available “off the shelf” enterprise software packages; review and negotiation of support, maintenance and software assurance agreements.
Equipment Finance, Purchase and Leasing: Consideration of tax and accounting consequences of lease-versus-purchase decisions; review and negotiation of financing, acquisition and leasing agreements and related documentation.
Examples of Documents
Formation documents (corporation, limited liability company, limited partnership); shareholders agreements and operating agreements; stock option plans and agreements
Area of Law
Corporate law; tax law; securities law; ownership issues in intellectual property law
Issues
Without a company, each individual has unlimited liability and ownership of whatever he or she develops
Independent Contractor Agreements and Compliance: Management of issues unique to independent contractor (“1099”) engagements including oversight, control, use of assets, tax withholding and benefits liabilities.
Separation and Severance Agreements: WARN Act compliance and management of residual liabilities due to claims of wrongful termination or discrimination.
Restrictive Covenants and Non-Competition Agreements: Protection of employer interests including human resources, competitive market position, and intellectual property.
Confidentiality and Non-Disclosure Agreements: Protection of company trade secrets and other proprietary and/or confidential information from misappropriation, infringement or leakage.
Hiring, Suspension and Termination: End to end support for ongoing human resources operations.
Employment Agreements and Compliance: Documentation of hiring, salary and severance terms; ongoing compliance management through preparation and use of employee handbooks, workplace policies and training.
Antitrust and Unfair Competition: Defense of corporations and other business organizations in antitrust cases involving individual and class action claims concerning unfair competition conspiracies, price fixing, market allocation, exclusive dealing and monopolization.
Contract Disputes: Assessment and counseling related to business contract disputes, including product development, distribution and other commercial agreements, and management of all phases of any actual or threatened litigation, from discovery and pre-trial motions to settlement negotiations, trial and appeal.
Business Torts and Tortious Interference: Representation and defense against business tort claims, including interference with business dealings or contractual relations, fraudulent misrepresentation and interference with prospective business advantage.
Confidentiality Agreements: Implementation of confidentiality agreements and related processes to protect against misappropriation, infringement or leakage of company trade secrets and other proprietary and/or confidential information, and management of any related disputes and litigation.
Corporate Compliance and Internal Investigations: Advice on corporate compliance issues, including codes of conduct and anti-bribery policies, and counseling boards of directors and companies in connection with internal investigations of alleged corporate wrongdoing.
Derivative Lawsuits and Class Actions: Defense of companies in shareholder derivative lawsuits and class action litigation, including allegations of securities fraud, consumer fraud and antitrust conspiracies.
Employment Disputes: Management of employment disputes involving confidentiality agreements, non-competition agreements, and claims of wrongful termination and discrimination.
Financial Fraud and False Claims: Defense of companies, officers, directors and principals in securities fraud, false claims and conspiracy to defraud lawsuits.
Liability Mitigation: Advice on litigation mitigation, risk management and liability prevention issues.
Non-Competition Agreements: Protection of employer interests including human resources, competitive market position, and intellectual property assets, and management of any related disputes and litigation.
Professional Malpractice and Breach of Fiduciary Duty: Representation and defense of organizations and individuals against claims of professional malpractice, breach of fiduciary duty and breach of the standard of care.
Trade Secrets: Management of disputes involving alleged misappropriation of trade secrets and advice on implementing trade secret programs and processes to protect against misappropriation or leakage of company trade secrets.
Construction and Other Personal Injuries: Representation and defense of organizations and individuals in construction and other personal injury litigation.
Wrongful Termination and Discrimination: Management of actual or threatened litigation related to claims of wrongful termination and discrimination.
Examples of Documents
Option agreements; warrants; asset purchase agreements; stock purchase agreements; assignments
Area of Law
Securities law; corporate law; business and contract law; intellectual property law
Issues
If the company or the technology has any success, then growing the company by adding investors or merging with another company can be attractive