FSP's experienced team advises on all legal commercial and technology issues from standard terms and conditions to complex bespoke agreements.

Group contact

Cathrine Ripley

Cathrine Ripley

Software

We advise the UK off-shoot of a substantial Moscow-based organisation which is one of the leading companies in information security in Russia. We prepared an agreement for the appointment of a reseller in Italy and supported the client through the negotiation process, as well as advised on the sub-licence and support/maintenance terms to be used by the reseller. We then adapted the documentation used in Italy for the appointment of a reseller in India.

We acted for some ex-commodity traders in a new venture for online commodity trading. Our role included:

  • due diligence of the contractual arrangements for the commissioning of greenfield bespoke software
  • preparing the necessary assignments to ensure that the IP was located in the correct company (in particular because some of the technology had been developed by consultants in Latvia)
  • drafting and negotiating the terms of various software licences, maintenance agreements and escrow agreements
  • being appointed as escrow agent.

Mobile

We advise a client involved with the supply of software, including hosted software, to its customers (primarily major publishing houses) thereby enabling them to create and market mobile phone apps of their publications. We have:

  • reviewed and amended the client’s privacy statement
  • reviewed and amended the client’s standard customer services agreement (the means by which the software is licensed, and services are supplied, to customers)
  • advised on the implementation of the customer services agreement by the client’s US subsidiary
  • reviewed and amended a bespoke contract with a national newspaper group for an app of one of its newspapers.

We acted for a client specialising in strategic development in a variety of sectors (environment, flood and water management, maritime and coasts, and energy) on a joint venture project for the development of a variety of differently-branded mobile phone apps for the provision of marine geographic data which our client itself obtains under licence.

General commercial

We advise a client providing production, post-production and distribution services for film and broadcast with particular speciality in 3D.  We advised on the terms of a framework appointment with BSkyB and a shorter form services agreement, handling some of the drafting as well as undertaking a negotiation role.

We have long-acted for the UK arm of a European group which is a market leader in express, logistics and international mail services. Examples of instructions include:

  • A major new project to establish an image archiving and video encoding system to facilitate the sorting of mail which cannot be processed by traditional machine sorting.  As well as advising on complex hardware and software testing procedures, the project involved detailed consideration of issues surrounding data exporting (first to mainland Europe and then to the Philippines)
  • A process integration agreement to govern the basis on which the client and its partner would work in a collaborative manner to develop a unique combined print and mail solution achieved by means of a three-stage project involving the installation of equipment at the partner’s site, deploying the client’s staff at the site to maximise output and locating a depot at the site to optimise volumes.

For many years we have worked for a national trade association, regularly advising on a wide range of commercial issues such as:

  • the negotiation of contracts with three major players in the electronic gift card market
  • a contract for the sale of RHS membership packs
  • a collaboration agreement for the hosting of a national garden exhibition
  • advice on the Distance Selling Regulations
  • knowledge transfer arrangements with the University of Reading
  • terms and conditions for online sales
  • data protection issues.

We act for a client which undertakes a wide range of advertising and marketing activities for clients through an award-winning publication and related data-generating programmes.  Examples of our work include:

  • renewal of the client's contract for the distribution of its principal publication
  • advertising and data licensing contracts with major pharmaceutical companies and other multinationals (such as Unilever)
  • contract with Argos for the distribution of gift packs.

Hardware

We act for a client who works with a high net worth Bulgarian national who acquired his country’s decommissioned national mobile telephone network. We prepared the agreement by which our client was appointed as a marketing agent to find a buyer for the network (the target sale price being €30 million), as well as a “back to back” standard form subcontract.

We advise a client providing high-speed mail sorting equipment to government departments, banks and other large organisations. Examples of work include:

  • the negotiation of a major contract under which our client would act as principal subcontractor on a multi-million pound government initiative. We guided the client through very extensive documentation and helped meet the challenge of finding acceptable solutions where the main contractor was obliged to ensure many very onerous terms “flowed down” from the government contract
  • a project for the development and supply by the client of an intelligent document services solution for a high street bank. As well as taking a significant role in protracted negotiations with the bank we had to liaise with the client's German parent company and its North American sister company which had been involved in similar software projects in the USA/Canada.