Asia Practice
Commercial Litigation
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Corporate & Commercial
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General Counsel Group
IT and E-Commerce Group
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Ingram Yuzek Gainen Carroll & Bertolotti, LLP
Practice Areas

IT and E-Commerce Group

Companies of all types, in all industries, rely heavily on technology to run their businesses effectively. Even “non-technology” companies invest significant time and expense on integrating technology into every level of their operations. Companies must therefore develop and manage a complex web of agreements to purchase, license or develop and implement the technology they need.

On the other side of the table, technology providers must work with all their customers to best meet those customers’ varied business requirements and, at the same time, protect their intellectual property and competitive advantage.

Working with experienced counsel who can guide you on both the business and technology implications of various decisions and strategies adds significant value to these core business activities.

The Information Technology and E-Commerce Group at Ingram LLP (“Ingram”) handles all aspects of information technology and e-commerce transactions including IP and technology acquisitions, dispositions and licenses; option, nondisclosure, collaboration, manufacturing, distribution and development agreements; strategic alliances and other forms of joint collaborations; professional services; outsourcing arrangements; cloud computing; software as a service, on-line contracting issues, data security, privacy strategies, website terms and other legal issues which arise from doing business on the Internet, including social networking, affiliate marketing, linking arrangements, targeted advertising and digital media.

Our lawyers not only stay up-to-date on legal developments but they also make time to understand the industries in which our clients operate so that we better understand the business "drivers" of the deal which enables us to be a value-add to any transaction on which we work. Our lawyers also combine a deep understanding of the intellectual property disciplines - copyright, patent, trademark and trade secret - with focused experience on handling transactions involving these intangible assets; and collaborate with our colleagues in other practice groups to provide value-added legal teams in corporate mergers, financings and restructurings involving technology and intellectual property assets.

Ingram is dedicated to providing high quality yet cost-effective legal services through careful attention to client relationships and engagement management. Our commitment to client service and professionalism emphasizes teamwork, flexibility and responding quickly and efficiently to our clients’ needs. Most importantly, we look to be creative problem-solvers to help close a deal.

Below is a representative sample of the different areas of information technology and e-commerce that our practice covers.


Few companies develop on their own all of the information technology or e-commerce resources that they need in order to compete effectively. As a result, most companies execute license agreements to acquire these technologies. The Information Technology and E-Commerce Group drafts and negotiates all forms of license agreements, including software licenses, OEM agreements, software development and distribution agreements and data and content acquisition licenses. We are extremely familiar with the current issues that arise in these transactions, such as source code escrow, damage and risk allocation, indemnification, warranties, limitation of liability, access to future technologies and termination triggers.

Web Site Support

The Information Technology and E-Commerce Group counsels clients on all aspects of developing and maintaining a Web site. This includes drafting and negotiating Web development, hosting and servicing agreements, and securing licenses for content or technology. Once a site has been designed, we draft appropriate legal disclaimers, terms and conditions of use and privacy policies, and counsel clients on how to display these agreements in a manner that will create a binding contract. We also monitor legislative and regulatory developments relating to the internet and e-commerce in the United States and elsewhere and provide counsel and advice concerning legal and business issues arising from the implementation of emerging technologies.


In an economic downturn, as well as in a thriving economy, outsourcing can be a beneficial, cost-effective part of many organizational models. In addition to “traditional” outsourcing of information technology services such as data centers, companies are moving to new models of business process outsourcing and web servicing. The Information Technology and E-Commerce Group provides strategic advice regarding the structuring, negotiation and documentation of the many complex business and legal issues which arise in connection with outsourcing fundamental business functions to a third party provider; draft and negotiate the appropriate documentation such as term sheets, SLAs, benchmarking, service specifications, pricing schedules, and related data transfer and storage agreements.


Personal privacy and data use has been one of the most critical issues in the evolution of information technology and e-commerce. Companies continually struggle to strike a balance between the benefits and conveniences that can be realized from mining the data that they collect and the interests of users in protecting the privacy of their personal information. The Information Technology and E-Commerce Group helps our clients navigate and comply with the myriad of laws, regulations, directives and standards in this area. The Information Technology and E-Commerce Group also drafts and negotiates terms and conditions in commercial agreements regarding the access, use and protection of personal data and intellectual property rights as well as review, draft or modify privacy policies and conduct privacy audits to ensure compliance with applicable privacy rules, guidelines, directives and each client’s marketing and strategic needs. The Information Technology and E-Commerce Group has also counseled clients on the Safe Harbor Principles and the EU Data Directive.

Strategic Alliances and other forms of Joint Collaborations

Companies are increasingly looking to strategic alliances, cross-licensing agreements and joint ventures to create new business opportunities in information technology and e-commerce. These transactions involve the exchange and sharing of data and proprietary rights, and require a thorough understanding of the benefits and risks to each party. Our first step is to meet with the business and technical representatives of our clients in order to understand their strategic needs. We then draft and negotiate agreements of this type, including joint venture agreements, technology arrangements, distribution agreements and cross-licensing agreements.

Corporate Compliance and Policies

In order to protect their sensitive and proprietary information, computer systems and other information technologies, many companies establish formal policies governing the use of these resources. The Information Technology and E-Commerce Group works with clients to draft these policies in areas such as e-mail use, Internet access and information and network security. In each case, we tailor these policies to reflect the client’s individual needs. We work with clients to develop employee policies regarding confidentiality, non-competes and intellectual property ownership, and draft the agreements that will implement these policies.

Domain Names

We counsel clients on transactions involving domain names and represent them in Uniform Domain Name Dispute Resolution Policy (“UDRP”) actions and in federal trademark and anti-cybersquatting cases.

Attorneys in this Practice Area
Warren E. Friss, Partner
Douglas Pulitzer, Counsel