The Dennis Kennedy Law Firm, LLC

Featured Service - Executive Review

The Dennis Kennedy Law Firm, LLC is pioneering a new type of fast, fixed fee legal service specifically for business decision-makers negotiating technology contracts who may not fully understand legal language of a contract, but who definitely understand the potential business and financial implications of the underlying deal. This service may also be used as a "second pair of eyes" to review contracts drafted or reviewed by attorneys without expertise in IT contracts.

Executive Review. Have your agreement personally reviewed by Dennis Kennedy, receive his comments and have an opportunity to discuss key legal issues with Mr. Kennedy within three business days after acceptance of engagement letter. The cost: $750 per agreement.*

In a hurry? Executive Review Express delivers the same services in one business day for $1,250 per agreement.*

* Fee applies only to initial review services. Any additional legal work, if desired, will be priced as we agree. Especially lengthy or complex agreements may be subject to a mutually agreed-upon higher fee. Charities, nonprofit corporations, foundation and education entities receive a 20% discount. You are free to pursue any follow-up legal work with Mr. Kennedy or another attorney of your choice.

Examples of Recent Projects

• Review and negotiation of software license and services agreement for business management software system of 15 managed care facilities.

• Advice and preparation of standard agreements for WiFi service provider.

• Preparation of IP ownership, hosting and outsourcing agreements for Application Service Provider for electrical industry groups.

• Analysis of complex IP ownership provisions in software development agreement for company in the financial services sector.

• Analysis of IP issues and business matters for software development company in the legal industry.

• Review of software development agreement for e-mail marketing company.

Technology Contract Review Checklist

It still surprises me how many legal issues even a simple IT contract, software license or e-commerce agreement might raise. While the following is not a comprehensive list, focusing on these areas can help you put together a successful agreement.

• Deal Coverage. Draft agreements often do not accurately reflect the deal terms. Does language actually express your understanding? Are all deal points included? Are the correct parties named?

• License Scope. The license grant sets the limits on your rights. It must grant you what you need. Are all requested rights granted? Do the rights to copy, modify or use remote access fit your needs? Have you secured rights for affiliates, subsidiaries, independent contractors or third party consultants, if needed?

• Ownership. Failure to cover ownership rights will come back to haunt you. Who owns the deliverables? Who owns any modifications or derivative works? Who owns the customer data?

• Performance Warranty. In most cases, you should be able to get a warranty that deliverables will perform in accordance with specifications. Have you adequately set out your specifications?

• Acceptance Testing and Exit Strategies. How do you determine whether the work is actually finished to your satisfaction? How do you get out of the deal if things don't work out? When should you have termination rights or get refunds? Should the vendor be obligated to help you transition to a new provider?

• Service Levels and Protection of Data. You care most about how good the performance is, that customer service is readily available and that your data is safe. Are the confidentiality obligations acceptable? Are there requirements to backup and/or return data? Are there customer service procedures and penalties? How about uptime and security requirements?

• Reduce One-sidedness. The first draft you see will definitely not be in your favor. Can terms be made mutual, deleted or made more fair?

On March 31, 2003, well-known technology and computer lawyer Dennis Kennedy left Thompson Coburn LLP in St. Louis to form The Dennis Kennedy Law Firm, LLC, where he will focus his practice on what he calls "consumer protection law for businesses entering into important technology agreements."

Kennedy, named the 2001 Technolawyer of the Year, will help companies in the review and negotiation of information technology and e-commerce contracts, software licenses and other technology agreements.

"As technology arrangements become both more vital and more complex," Kennedy says, "businesses who simply sign a 'standard' contract run a large risk of signing away significant rights and losing protections that they'll wish they had if things later turn sour." Kennedy believes that many business decision-makers are intimidated by the high billing rates of large law firms, yet are uncomfortable turning to general business lawyers who do not have expertise in these matters. As a result, they enter into agreements without legal help, very often with quite negative consequences.

Kennedy, who teaches a course in intellectual property licensing and drafting as an adjunct professor at the Washington University School of Law, notes that he has practiced law for nearly 20 years and wants to provide a place where companies can turn when working on vital technology contracts, especially outsourcing and services arrangements. He says, "I want to help the business decision-makers who sign complex technology contracts get a good night's sleep."

Consider Dennis Kennedy for Legal Projects Like These:

Information Technology Agreements

IT Outsourcing
Application Service Provider Agreements
Service Level Agreements (SLAs)
Disaster Recovery and Security Agreements
Development Agreements
HIPAA, Graham Leach Bliley, Patriot Act and Sarbanes Oxley Matters

Software Licenses

Business Software
Open Source License Matters
Software Development and Distribution
Source Code Escrow

E-commerce Contracts and Documents

Development and Operations Agreements
Hosting and Related Services
Web Development Contracts
Backup, Security, Disaster Recovery
Web Services and New Technologies "
Terms of Use, Acceptable Use Policies and Privacy Policies

Intellectual Property Agreements

Copyright, Trademark and Patent Licenses
Independent Contractor Agreements
Domain Name Transfers
Technology Transfer Agreements
Confidentiality and Non-Disclosure Agreements
Publishing, Music and Film Contracts

IP & IT Issues in Corporate Deals

Due Diligence for IP and Software Licenses
Assignment of IP Rights and Software Licenses
IT Transition Agreements

Legal Risk Management

Computer Security Issues
Privacy and Data Protection Issues
Software License Management
IP Portfolio Management

Dennis M. Kennedy
The Dennis Kennedy Law Firm, LLC
1276 Bridle Road
St. Louis, MO 63119
(314) 963-9798
dmk@denniskennedy.com
www.denniskennedylaw.com