VLP Practice Area

Commercial & IP Transactions

Navigating the commercial and intellectual property issues that shape technology development and deployment requires counsel who combine business insight with deep technical understanding. Companies operating in fast-moving markets depend on experienced advisors who can structure and negotiate agreements that protect innovation while advancing strategic objectives. Our commercial and IP transactions attorneys handle the full spectrum of commercial and intellectual property transactions, including software and cloud computing (SaaS, IaaS, PaaS) agreements, sales and services agreements, technology and content licenses, strategic collaborations, OEM and distribution arrangements, research and development partnerships, and manufacturing and supply agreements. We also assist clients in developing and implementing strategies for acquiring, protecting, and commercializing technology and intellectual property assets across diverse industries—from software and digital media to life sciences, medical devices, and telecommunications. We work side by side with clients to achieve practical, efficient outcomes. Drawing on significant in-house and transactional experience, our attorneys take a business-focused approach to each matter, delivering senior-level attention and creative solutions that help our clients compete and succeed in today’s technology-driven economy.

Core Services

We structure and negotiate agreements that support innovation, product creation, and operational needs.

Drafting research, development, integration, and technology services agreements
Advising on pilot programs, proofs of concept, and testing arrangements
Coordinating with IP counsel on ownership, deliverables, and performance terms
Negotiating inbound technology licenses, outsourcing, and other service agreements that support internal operations
Supporting ongoing vendor and technology management strategies

We help clients design and implement contracting frameworks that drive commercial growth and customer engagement.

Preparing and negotiating customer, reseller, sales representative, and distribution agreements
Advising on SaaS, cloud, subscription, and service delivery models
Drafting website terms of service, end-user license agreements, and related policies
Developing standard form agreements and playbooks for sales and channel teams
Addressing warranty, service level, and support commitments in customer contracts

We counsel clients on managing and leveraging their intellectual property and technology assets as business drivers.

Developing IP acquisition, ownership, and protection strategies
Structuring IP transfers and portfolio transactions
Advising on cross-licensing and technology-sharing initiatives
Counseling on open source, data rights, and proprietary asset use
Supporting commercialization planning for technology and IP assets

We advise clients on complex collaborations and alliances that advance innovation and create new business opportunities.

Structuring joint research and development, marketing, and commercialization initiatives
Drafting comprehensive collaboration and alliance agreements and documentation
Defining governance, contribution, and decision-making frameworks
Negotiating terms addressing ownership, exclusivity, and exit rights
Supporting clients in alliance implementation and lifecycle management

We guide clients through the operational transactions that support efficient and reliable product production.

Drafting manufacturing, assembly, and testing agreements
Negotiating component supply and sourcing agreements
Advising on production quality, delivery, and warranty obligations
Negotiating logistics and fulfillment arrangements with suppliers
Assisting with supplier performance and compliance issues

We help clients assess, allocate, and mitigate legal and commercial risks across technology and business transactions.

Conducting transactional due diligence and providing contract and IP support for mergers, acquisitions, and investments
Advising on indemnity, liability, and insurance provisions
Reviewing and optimizing contract portfolios and risk controls
Supporting pre-litigation negotiation and resolution of contract disputes

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