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Technology Transactions

Paradigm Counsel represents and advises clients on a broad array of technology matters, including transactions, licensing, sales, user agreements, open source, privacy and outsourcing. Years of private and in-house practice give our attorneys an excellent understanding of our clients’ business needs.

User Agreements and Licenses

Whether it is a click through agreement for a cloud service or the fine print on the package insert for a smart device, businesses seek to create binding contracts for their services and products.

  • Online Terms of Use and Terms of Service
  • Mobile Terms of Use and Terms of Service
  • End User License Agreements
  • Terms for SaaS and hosted services
  • API, content or data stream licenses
  • Acceptable-use policies as to employees and others granted network access
  • Blogging and Social Media Policies as to employees engaging in blogging and social media
  • Contest and Sweepstakes rules
  • Developers’ Agreements

Licensing, Sales, Distribution and Outsourcing

The world of technology encompasses many relationships and an endless variety of agreements and arrangements between participants. Companies or their assets are bought and sold, products and services are delivered through multiple channels and tiers, competitors cooperate and compete and new models for business are being developed every day.


  • In-bound and outbound software licenses
  • Cloud or SaaS agreements
  • End User License Agreements (“EULAs”)
  • Terms of Service/ Use
  • Content and music licenses
  • Patent, trademark, trade secret and copyright licensing
  • Patent pooling agreements
  • Technology licenses
  • Strategic alliances and joint ventures with intellectual property ownership allocations
  • University licensing
  • Standards bodies agreements
  • Telecommunication agreements


  • Reseller, distributor, VAR, VAD and OEM agreements
  • Online and offline distribution agreements
  • App Store agreements
  • Music and multi-media agreements, including content aggregation agreements
  • Patent pooling agreements; marketing agreements
  • Linking and advertising agreements
  • Insertion orders and various agreements around monetization of content with advertisers, content providers, mobile operators and platform vendors
  • National and international sales agreements

Outsourcing – Manufacturing and Development

  • Hardware development and manufacturing
  • Software development
  • Labor pools for telephone sales services
  • Labor pools for remote technology support
  • Outsourcing and manufacturing agreements
  • Professional services and subcontractor agreements for vendors, suppliers and purchasers
  • Cooperative and joint development arrangements
  • Handset development agreements


  • Sales representative agreements
  • Referral fee agreements
  • Commission agreements and plans
  • Hardware sales agreements
  • In-house sales training
  • Purchase Order Terms

Open Source

Nearly every technology company in the world today uses open source software in one form or another. For companies that create software and technology products, whether on-premises, in the cloud or embedded in hardware, knowledge of open source licensing is critical.

  • Advise client on dual licensing models
  • Open source diligence and analysis for mergers, acquisitions and financings
  • Open source audits, risk analysis and remediation
  • Preparation of open source policies and procedures manuals
  • Open source license agreements
  • In-house training on use and risks of open source
  • Open source projects
  • Contributor agreements
  • Advise and draft outsourcing and professional service agreements where open source code will be used
  • Analysis of Black Duck and Palamida reports
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