Nicholas M. Hasenfus

Mr. Hasenfus drafts and negotiates agreements and advises clients on a wide range of technology, IP and IT matters, including software development, commercialization and licensing, cloud computing, master services agreements, reseller and referral agreement, and revenue sharing agreements across industries and technologies, including financial technology services, transportation, healthcare, energy, construction, insurance, hospitality, education and real estate. Mr. Hasenfus regularly counsels clients in connection with launching and commercializing new technology and products. Mr. Hasenfus also has significant experience drafting online terms of use, end-user license agreements and other ecommerce terms and conditions. His experience also includes advising clients on a variety of IP and IT matters, particularly in connection with mergers and acquisitions (M&A) transactions and finance transactions, including conducting due diligence and negotiating terms related to ownership and licensing of IP, software development and integration, open source software and IT matters. Mr. Hasenfus also develops and manages procurements for business procuring software and technology, including preparing contract terms, technical specifications and evaluation procedures.

Technology Transactions, IP Licensing and IT Matters Representative Experience

• Representing an entity offering a first-in-market software-based, building access management platform that utilizes mobile credentials and near-field communication (NFC); the representation includes developing and negotiating a suite of service and subscription agreements, reseller agreements, software-as-a-service (SaaS) agreements, and other e-commerce terms and conditions
• Regular ongoing representation of a privately held real estate private equity firm with $7 billion in assets with the implementation of technology and information technology (IT) assets, including revising and negotiating license and service agreements, bulk telecommunication services agreements, subscription agreements, network agreements, end-user license agreements, service level agreements and other customer-facing agreements
• Representing a startup developer of technology that provides searchable data compression technology; this representation includes drafting and negotiating revenue sharing and reseller agreements, developing a template customer agreement, and providing advice in developing the clients intellectual property (IP) portfolio
• Represented a construction company participating in a joint venture with a robot development company to develop robots powered by artificial intelligence (AI); this representation includes drafting and negotiating a joint development agreement and technology development agreement as well as performing IP-related diligence related to ownership, licensing and use of open source software to prepare for future investors in the joint venture
• Represented a national network provider in transactions to construct and operate optical fiber networks; the transactions include negotiating network lease agreements, premises' access licenses, field restrictions and penetration guarantees, pricing terms and metrics, and related elements
• Serving as a highly knowledgeable resource and subject matter expert in the areas of IP, IT, open source software and technology in connection with dozens of mergers and acquisitions (M&A) transactions each year across various industries and technologies
• Represented a publicly traded retailer in connection with engaging third-party logistics delivery drivers and online marketplace providers; this representation includes drafting and negotiating master service agreements, cloud services agreements, software-as-a-service (SaaS) agreements, and other e-commerce terms and conditions
• Represented a Fortune 1000 energy company in connection with its procurement of a new enterprise resource planning (ERP) platform from Oracle; this representation involved two separate vendors and contracts; the first contract was the agreement for the ERP platform implementation, which required ensuring functionality and of legacy solutions and data integration with the new platform; the second contract was for the ERP platform with a large, global software provider
• Represented a leading vacation scheduling software provider with drafting and negotiating license agreements (including source code licensing) and advising the provider on its open source software implementation strategy, use and licensing obligations
• Represented an industry leader in Wi-Fi-based healthcare asset tracking device with developing template contracting documents, as well as drafting and negotiating vendor agreements, distribution agreements and end-user license agreements
• Represented a leading provider of technology (hardware and software) designed to facilitate internal and external communication and collaboration in business organizations with a suite of agreements for its business, including a SaaS license and service agreements, subscription agreements, end-user license agreements, and services level agreements, reseller agreements and other customer facing agreements
• Represented a first-in-market remote notarization solution that enabled individuals to legally notarize documents online; this representation included drafting and negotiating the business' agreements between a top-ranked wholesale mortgage lender and several of the top 10 largest title providers in order for the business to become the first online platform to enable a lender to complete the entire mortgage loan process, from application to closing, remotely online

Mr. Hasenfus has broad experience representing clients implementing EV charging systems, including drafting and negotiating agreements with providers of EV charging systems (and related service providers) in matters involving the engineering, procurement, construction, installation and maintenance of EV charging systems. Mr. Hasenfus also represents providers of EV charging systems with drafting and negotiating customer agreements. This includes drafting and negotiating engineering, procurement, and construction (EPC) agreements, long-term service agreements, operation and maintenance agreements, EV charging as a service (CaaS) agreements and EV charging depot as a service (DaaS) agreements. Mr. Hasenfus also assists clients implementing EV charging systems with drafting and negotiating agreements with software providers for software related to the management and operation of EV charging systems.

EV Charging Systems Representative Experience

• Representing a Fortune 50 retail company in connection with procuring, installing, operating and maintaining a network of EV charging stations from multiple vendors at thousands of locations nationwide; the representation also included engaging a technology provider to implement and operate a sophisticated backend system for the client’s charging network
• Represented a Fortune 1000 energy company in connection with its procurement, installation and maintenance of EV charging systems at various locations in its state of operation
• Represented a leading hotel chain in connection with negotiating multiple agreements with vendors and service providers for its procurement, installation and maintenance of EV charging systems at several locations
• Represented an EV charging provider that is the EV charging division of one of the largest multinational energy companies; this representation included developing a suite of template agreements for the EV charging system provider to use in contracting with customers that covered procurement of EV charging system hardware, construction and maintenance, and licensing of its software charging platform; the representation also included drafting and negotiating contracts with customers related to the deployment of EV charging stations, including 1) as a subscription-based EV charging depot as a service (DaaS) model for an autonomous vehicle provider to obtain EV charging services at multiple locations, 2) for the procurement, installation and operation of EV charging systems at various locations of a national package delivery provider, 3) for the procurement, installation and operation of EV charging systems at various locations of an original equipment manufacturer (OEM) vehicle manufacturer, and 4) as a subscription-based EV charging as a service (CaaS) model

Mr. Hasenfus assists and advises public and private transportation clients in various aspects of public procurements, including preparing procurement documents such as contract terms and technical specifications. He also advises clients on U.S. Department of Transportation (DOT) and Federal Transit Administration (FTA) regulations, as well as local and state procurement laws and regulations. Mr. Hasenfus' procurement experience includes software development and licensing, fare payment, advertising technology, public-private partnerships, management outsourcing, and operations and maintenance. He also advises businesses participating in the procurement process, including reviewing the client's risk based on the procurement documents, preparing questions and clarifications to submit to the procurement authority, developing and managing evaluation procedures, and revising contract terms related to the procurement.

Transportation Representative Experience

• Representing an entity that leases rolling stock with drafting and negotiating a purchase agreement for locomotives, drafting and negotiating a professional services agreement for the remanufacturing, rebuilding and overhaul of locomotives, and developing and providing briefings and updates to the entity's private equity investors
• Representing a large public transportation authority in a billion-dollar procurement of a fleet of rolling stock; this representation includes developing contract terms and conditions that address the evolution of new technology and best practices, and supporting the transportation authority throughout the procurement process
• Representing a leading bus and light rail operations and maintenance entity in connection with its responses to solicitations; the representations entail analyzing the solicitation documents and draft contract to identify any key legal and business issues for the entity's consideration
• Represented multiple transportation agencies in connection with consolidating, rationalizing and modernizing standard contract terms for procurements; the engagements involved analyzing and revising agency standard contract terms to bring them into compliance with applicable law and current industry best practices, and to ensure that they otherwise address agency concerns without increasing proposer pricing due to improper risk allocation
• Represented a large public transportation authority in connection with its procurement of a new fare payment system; the new fare payment system will replace a magnetic stripe system at subway terminals and buses with an "open payment" architecture; transit passengers will be able to pay their transit fares with any form of payment media, including contactless bank cards and smartphones; this representation included developing contract terms, revising the technical specifications, analyzing and responding to proposer questions, and participating in proposer negotiations
• Represented the Puerto Rico Integrated Transit Authority (PRITA) in connection with its procurement of an operations and maintenance contractor to support fixed route bus service throughout the San Juan Metropolitan Area; the representation involved developing the Request for Proposals (RFP), the draft operations and maintenance (O&M) contract, establishing procurement procedures and processes, and project management of procurement processes

Mr. Hasenfus provides clients with pre-litigation advice and assists clients with using alternative dispute resolution channels to avoid litigation, including representing clients in mediation. Mr. Hasenfus has also briefed and argued a variety of motions, assisted with preparing witnesses, and assisted with defending and responding to discovery.

Litigation and Dispute Resolution Representative Experience

• Representing a $1.7 billion private, governmentally sponsored pension fund with compliance, litigation and investigations (internal/external) representation and representation related to pension benefit disputes
• Represented and advised a leading cloud service provider in defending a licensor's claim that an audit revealed a licensing shortfall; this representation included participation in a mediation and a favorable mediated settlement
• Represented a logistics provider in a contractual dispute against a provider of voice and data network communications; this representation included a favorable settlement prior to engaging in mediation

Mr. Hasenfus provides outside general counseling for a $1.7 billion private, governmentally sponsored pension fund. This includes providing board-level support, strategic planning, litigation support, pension benefit administration advice, policy and standard operating procedures development, and data protection/privacy support. Mr. Hasenfus has specific outside general counsel experience in this practice area available upon request.

Mr. Hasenfus advises clients on best practices in data privacy and information security, including policies related to data security, privacy and acceptable use. Mr. Hasenfus has experience in training clients' employees on best practices related to data privacy and information security. Additionally, he has experience with data breach security and preparedness and data breach response, including assisting with internal investigations and implementing subsequent mitigation efforts.

Privacy and Information Security Representative Experience

• Representing a leading provider of malware detection and analysis software with its data privacy and information security strategy, including developing a comprehensive privacy policy and implementing related privacy practices
• Representing a startup entity that provides an online identity management platform with developing a privacy policy and implementation strategy
• Represented a privately held real estate private equity firm with $7 billion in assets with the development of a data privacy and information security strategy, including the development of a comprehensive privacy policy, privacy notices and other customer-facing documents for its tenants, and training employees on same
• Represented a social impact platform provider focusing on environmental, social and governance (ESG) criteria with developing a privacy policy and implementation strategy