1 Presented By: Partner Firms:Speaker Firms and Organization: Partner Firms: Garcia Rainey Blank & Bowerbank LLP Tabitha Rainey Founding and Managing Partner Symons Markwith LLP Jeffrey Denman Of Counsel Dentons US LLP Peter Su Partner Thank you for logging into today’s event. Please note we are in standby mode. All Microphones will be muted until the event starts. We will be back with speaker 11:55am. Any Questions? Please Group Registration Policy Please note ALL participants must be registered or they will not be able to access the event. If you have more than one person from your company attending, you must fill out the group registration form. We reserve the right to disconnect any unauthorized users from this event and to deny violators admission to future events. To obtain a group registration please send a note to or call February 21, 2017

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5 Partner Firms: Certified by Supplier Clearinghouse as a women-owned law firm, Garcia Rainey Blank & Bowerbank (GRBB) was proudly founded in January 2013 by partners Norma García Guillén and Tabitha Rainey.  GRBB is a full-service law firm comprised of 6 Partners and 6 Of Counsel who work tirelessly in a range of practice areas, including litigation, business transactions, sports law, labor and employment, family law and estate planning.  The litigation team handles mediation, arbitration and complex cases in both federal and state court.  The transactional team represents middle market and large corporations in a wide array of industries such as cosmetics, fitness equipment and supplements, restaurants, real estate and technology development.  Throughout it all, the firm remains committed to diversity and unparalleled representation of its clients.  Symons Markwith LLP focuses on providing transactional and corporate legal services. We have successfully represented clients ranging from the world’s largest technology companies to sophisticated closely held businesses operating in a variety of industries. We work side-by-side with our clients to: Close high-stakes, complex transactions; Manage legal risks; Form, fund and grow their businesses; and Implement effective corporate governance. With offices in Newport Beach, Seattle, and Washington, DC, our attorneys apply their experience and work ethic to improve the outcomes of your business ventures. Dentons is the world's first polycentric global law firm. A top 20 firm on the Acritas 2015 Global Elite Brand Index, the Firm is committed to challenging the status quo in delivering consistent and uncompromising quality and value in new and inventive ways. Driven to provide clients a competitive edge, and connected to the communities where its clients want to do business, Dentons knows that understanding local cultures is crucial to successfully completing a deal, resolving a dispute or solving a business challenge. Now the world's largest law firm, Dentons' global team builds agile, tailored solutions to meet the local, national and global needs of private and public clients of any size in more than 125 locations serving 50-plus countries. February 21, 2017

6 Brief Speaker Bios: Tabitha RaineyMs. Rainey has been a general business lawyer, specializing in joint ventures, contracts and technology development for over 12 years. She has represented a broad range of clients including manufacturers and distributors of consumer products such as cosmetics, fitness equipment and supplements, toys and games, pet products and electronics; hardware and software developers; and healthcare service providers that utilize complex technology (e.g. hospital systems, diagnostic imaging centers and pharmaceutical distributors). Jeffrey Denman Jeff represents small, emerging businesses as well as some of the world’s largest publicly traded software and technology companies. His services include legal advice and support with respect to a variety of licensing issues, including licensing negotiation and advice, SaaS (Software as a Service) and cloud-based agreements, and advice with product development, commercialization and go-to-market approach. Peter Su Peter Su is a partner in the Palo Alto office of Dentons. Pete is a Silicon Valley technology lawyer with a global vision in advising technology clients across different regions on intellectual property, technology transactions, and litigation for U.S., Asian and European clients. Ingrained in the Silicon Valley ecosystem for more than 15 years, he counsels startups and multinationals to protect, transact and litigate companies' intellectual property through patents, trade secrets, trademarks and copyrights. ► For more information about the speakers, you can visit: https://theknowledgegroup.org/event-homepage/?event_id=2035 February 21, 2017

7 Key issues that will be covered in this course are: As software strongly persists in being an integral tool to improve business functions, securing and negotiating software contracts has never been this crucial for companies of all sizes. Since several factors can affect the performance of the software, companies can optimize costs and mitigate risks by effectively negotiating their software contracts. It is also important for companies to keep themselves abreast with the recent trends and to have a clear understanding of the common pitfalls involved when negotiating software contracts to avoid serious legal consequences. In this two-hour LIVE Webcast, a panel of distinguished professionals and thought leaders assembled by The Knowledge Group will help the audience understand the important aspects and Best Practices in Negotiating Software Contracts. They will provide an in-depth discussion of the latest trends and critical issues with regards to this significant topic. Speakers will also offer best strategies in ensuring compliance with applicable laws. Key issues that will be covered in this course are: Negotiating Software Contracts - An Overview Key Considerations and Challenges Potential Pitfalls and Risks Recent Trends and Developments Best Strategies in Negotiating Software Contracts February 21, 2017

8 Featured Speakers: SEGMENT 1:Tabitha Rainey Founding and Managing Partner Garcia Rainey Blank & Bowerbank LLP SEGMENT 2: Jeffrey Denman Of Counsel Symons Markwith LLP SEGMENT 3: Peter Su Partner Dentons US LLP February 21, 2017

9 SEGMENT 1: Tabitha Rainey Founding and Managing Partner Garcia Rainey Blank & Bowerbank LLP Introduction Ms. Rainey has been a general business lawyer, specializing in joint ventures, contracts and technology development for over 12 years. She has represented a broad range of clients including manufacturers and distributors of consumer products such as cosmetics, fitness equipment and supplements, toys and games, pet products and electronics; hardware and software developers; and healthcare service providers that utilize complex technology (e.g. hospital systems, diagnostic imaging centers and pharmaceutical distributors). In the past several years Ms. Rainey has broadened her expertise in international business by serving in the role of outside general counsel for middle market corporations whose operations span the globe. In this role, Ms. Rainey manages all legal needs for the business, including coordinating with counsel she selects and engages in Asia and Europe, advising the executives and directors regarding compliance issues, handling all legal contracts required by the business (such as nondisclosure agreements, supply and manufacturing agreements, warranties and disclaimers, indemnification and settlement agreements as well as technology development and licensing agreements), providing general guidance in connection with pre-litigation disputes and, if litigation ensues, overseeing litigation counsel throughout proceedings. February 21, 2017

10 AND NON-LAWYERS ALIKE)SEGMENT 1: Tabitha Rainey Founding and Managing Partner Garcia Rainey Blank & Bowerbank LLP THE BASICS OF SOFTWARE LICENSING (FOR BOTH LAWERS AND NON-LAWYERS ALIKE) February 21, 2017

11 Are you like many people who find software licensing daunting?SEGMENT 1: Tabitha Rainey Founding and Managing Partner Garcia Rainey Blank & Bowerbank LLP Are you like many people who find software licensing daunting? February 21, 2017

12 Keep it Simple – Ask Yourself…SEGMENT 1: Tabitha Rainey Founding and Managing Partner Garcia Rainey Blank & Bowerbank LLP Keep it Simple – Ask Yourself… What do you want it to do? How much does it cost? Who can use it? What happens if it breaks? What if you don’t want it anymore? February 21, 2017

13 What do you want it to do? Specifications DocumentationSEGMENT 1: Tabitha Rainey Founding and Managing Partner Garcia Rainey Blank & Bowerbank LLP What do you want it to do? Specifications Describes the features and functions For user - more detail the better Documentation Instruction manual for software February 21, 2017

14 What do you want it to do? NO viruses NO infringementSEGMENT 1: Tabitha Rainey Founding and Managing Partner Garcia Rainey Blank & Bowerbank LLP What do you want it to do? NO viruses NO infringement Uninterrupted access (if hosted) February 21, 2017

15 What does it cost? Upfront fee Recurring monthly subscription SplitSEGMENT 1: Tabitha Rainey Founding and Managing Partner Garcia Rainey Blank & Bowerbank LLP What does it cost? Upfront fee Acceptance - make sure it works first! (50/50) Recurring monthly subscription Like a gym membership Split February 21, 2017

16 Who can use it? Who? How many? Super User – full accessSEGMENT 1: Tabitha Rainey Founding and Managing Partner Garcia Rainey Blank & Bowerbank LLP Who can use it? Who? Super User – full access Limited User – certain functions How many? Entire organization including affiliates Specific number of people/IP addresses February 21, 2017

17 What happens if it breaks?SEGMENT 1: Tabitha Rainey Founding and Managing Partner Garcia Rainey Blank & Bowerbank LLP What happens if it breaks? Warranty Period Technical Support Telephone support (24/7 or 9am-5pm, M-F) In-person assistance Maintenance Software updates to fix bugs and errors Upgrades, new versions and releases ($$$) February 21, 2017

18 What if I don’t want it anymore?SEGMENT 1: Tabitha Rainey Founding and Managing Partner Garcia Rainey Blank & Bowerbank LLP What if I don’t want it anymore? Termination For Cause For Convenience For Force Majeure Refund rights February 21, 2017

19 SEGMENT 1: Tabitha Rainey Founding and Managing Partner Garcia Rainey Blank & Bowerbank LLP Piece of cake! February 21, 2017

20 SEGMENT 2: Jeffrey Denman Of Counsel Symons Markwith LLP Introduction Jeff represents small, emerging businesses as well as some of the world’s largest publicly traded software and technology companies. His services include legal advice and support with respect to a variety of licensing issues, including licensing negotiation and advice, SaaS (Software as a Service) and cloud-based agreements, and advice with product development, commercialization and go-to-market approach. Mr. Denman spent seven years as Senior Commercial Counsel with GE Healthcare’s Information Technology (HCIT) division, and was also an attorney with Arnold & Porter in Washington, DC and Los Angeles, CA and with Gardner, Carton & Douglas in Washington, DC. Jeff received his J.D. from UCLA School of Law. February 21, 2017

21 Topics Different Licensing Options Cloud Based / SaaSSEGMENT 2: Jeffrey Denman Of Counsel Symons Markwith LLP Topics Different Licensing Options Cloud Based / SaaS Traditional License Some Key License Agreement Provisions Risk Allocation And Other Considerations February 21, 2017

22 Licensing Models Traditional License SaaS Shift towards SaaSSEGMENT 2: Jeffrey Denman Of Counsel Symons Markwith LLP Licensing Models Traditional License SaaS Shift towards SaaS Cloud Based Deployment Hybrid February 21, 2017

23 Which Model Is Right For You?SEGMENT 2: Jeffrey Denman Of Counsel Symons Markwith LLP Which Model Is Right For You? February 21, 2017

24 Key Considerations Overall Cost Hardware Implementation MaintenanceSEGMENT 2: Jeffrey Denman Of Counsel Symons Markwith LLP Key Considerations Overall Cost Hardware Implementation Maintenance Cash Flow and Financial Considerations Data Security/Privacy Obligations Configuration and Customization Scalability (Functionality and Fees) February 21, 2017

25 Contract Terms SLA’s – SaaS and Hosting Uptime/Response TimeSEGMENT 2: Jeffrey Denman Of Counsel Symons Markwith LLP Contract Terms SLA’s – SaaS and Hosting Uptime/Response Time Calculation Remedies! Data Location, Security and Privacy Data Backup Exit Assistance/Data Migration February 21, 2017

26 Contract Terms (Cont.) System Implementation MilestonesSEGMENT 2: Jeffrey Denman Of Counsel Symons Markwith LLP Contract Terms (Cont.) System Implementation Milestones Testing and Acceptance Source Code Escrow IP Ownership Training Interoperability February 21, 2017

27 Risk Allocation ConsiderationsSEGMENT 2: Jeffrey Denman Of Counsel Symons Markwith LLP Risk Allocation Considerations Warranties Performance / Services Pending Litigation Open Source Software Regulatory Requirements Intellectual Property Remedies Repair/Replace/Refund Disclaimers And Limitations February 21, 2017

28 Risk Allocation Considerations (Cont.)SEGMENT 2: Jeffrey Denman Of Counsel Symons Markwith LLP Risk Allocation Considerations (Cont.) Indemnification Infringement Personal Injury / Property Damage Data Breach Limitation of Liability Quantitative (Liability Cap) Qualitative (Consequential Damages, etc.) February 21, 2017

29 General Purchasing ConsiderationsSEGMENT 2: Jeffrey Denman Of Counsel Symons Markwith LLP General Purchasing Considerations Consistent vendor and customer expectations. Key personnel and effort requirements. User acceptance and training. System functionality. Third party software. Hardware configuration and obsolescence. Regulatory requirements. Future cost considerations. February 21, 2017

30 SEGMENT 3: Peter Su Partner Dentons US LLP Introduction Peter Su is a partner in the Palo Alto office of Dentons. Pete is a Silicon Valley technology lawyer with a global vision in advising technology clients across different regions on intellectual property, technology transactions, and litigation for U.S., Asian and European clients. Ingrained in the Silicon Valley ecosystem for more than 15 years, he counsels startups and multinationals to protect, transact and litigate companies' intellectual property through patents, trade secrets, trademarks and copyrights. February 21, 2017

31 Negotiating Intellectual Property inSEGMENT 3: Peter Su Partner Dentons US LLP Negotiating Intellectual Property in Software Agreements February 21, 2017

32 License Rights in the Intellectual PropertySEGMENT 3: Peter Su Partner Dentons US LLP License Rights in the Intellectual Property • Software Patent Licensing • Software Copyright Licensing • Software Trade Secret Licensing February 21, 2017

33 Negotiation of IP between Licensee and LicensorSEGMENT 3: Peter Su Partner Dentons US LLP Negotiation of IP between Licensee and Licensor • Licensor and Licensee Entities • License | Ownership • Background IP • Developed IP February 21, 2017

34 Illustrative Technology FieldsSEGMENT 3: Peter Su Partner Dentons US LLP Illustrative Technology Fields • Robotic technologies • Mobile operating systems February 21, 2017

35 Contact Info: Jeffrey Denman Of Counsel Symons Markwith LLP E: T: (410)   Tabitha Rainey Founding and Managing Partner Garcia Rainey Blank & Bowerbank LLP E: T: (714) Peter Su Partner Dentons US LLP E: T: (650)    February 21, 2017

36 Q&A: SEGMENT 1: Tabitha Rainey Founding and Managing Partner Garcia Rainey Blank & Bowerbank LLP SEGMENT 2: Jeffrey Denman Of Counsel Symons Markwith LLP SEGMENT 3: Peter Su Partner Dentons US LLP ► You may ask a question at anytime throughout the presentation today. Simply click on the question mark icon located on the floating tool bar on the bottom right side of your screen. Type your question in the box that appears and click send. ► Questions will be answered in the order they are received. February 21, 2017

37 ABOUT THE KNOWLEDGE GROUPThe Knowledge Group is an organization that produces live webcasts which examine regulatory changes and their impacts across a variety of industries. “We bring together the world's leading authorities and industry participants through informative two-hour webcasts to study the impact of changing regulations.” If you would like to be informed of other upcoming events, please click here. Disclaimer: The Knowledge Group is producing this event for information purposes only. We do not intend to provide or offer business advice. The contents of this event are based upon the opinions of our speakers. The Knowledge Group does not warrant their accuracy and completeness. The statements made by them are based on their independent opinions and does not necessarily reflect that of The Knowledge Group‘s views. In no event shall The Knowledge Group be liable to any person or business entity for any special, direct, indirect, punitive, incidental or consequential damages as a result of any information gathered from this webcast. Certain images and/or photos on this page are the copyrighted property of 123RF Limited, their Contributors or Licensed Partners and are being used with permission under license. These images and/or photos may not be copied or downloaded without permission from 123RF Limited February 21, 2017