Tech & Data Transactions

Holland & Knight's Tech & Data Transactions Team helps clients structure, draft and negotiate agreements for technology and data-driven relationships.

Our attorneys assist clients to transform their business when a contractual framework is critical to setting responsibilities for the use of data with their partners and/or vendors, allocating risk and ensuring compliance with law.

We provide advice on all forms of transactions related to technology, data, digital solutions and services, including software, a variety of as-a-service solutions, distributed ledger and blockchain, cryptocurrency, non-fungible tokens (NFTs) and other digital assets, the metaverse, artificial intelligence (AI) and open source software.

Overview

Holland & Knight's Tech & Data Transactions Team helps clients structure, draft and negotiate agreements for technology and data-driven relationships, capitalizing on business opportunities, managing risk allocation and ensuring compliance with legal obligations.

We are here to provide counsel when clients need a streamlined approach to contracting, such as templates, checklists and negotiation playbooks, to reduce risk through consistency and reduce capacity burdens on their legal and sales teams. In addition, we assist with guidance when sharing data with a third party or to help establish a third-party risk management program to manage governance, due diligence, contracting, monitoring and termination of commercial relationships.

Holland & Knight at a Glance

22 | experienced tech and data transaction attorneys
59 | percent of our team members who are diverse
9 | offices where we have team member coverage
A deep bench of industry-specific practitioners supports our team, including in Financial Services, Healthcare & Life Sciences, Retail & Consumer Products, Technology & Telecommunications, Real Estate, Hospitality and Transportation & Infrastructure
Our clients are of all sizes and in all stages of development

Your Goals, Our Strengths

We partner with clients to closely integrate legal needs with business objectives and operational realities. Our Tech & Data Transactions Team advises on all forms of transactions related to technology, data, digital solutions and services, including software, a variety of as-a-service solutions, distributed ledger and blockchain, cryptocurrency, non-fungible tokens (NFTs) and other digital assets, the metaverse, artificial intelligence (AI) and open source software.

Using or Providing Cloud Services and Business Outsourcing

Engagements for cloud services and cloud-based applications are a constant focus for our team, where we represent customers and providers in services agreements that allow customers to leverage data centers and cloud infrastructure in various capacities (IaaS, PaaS, SaaS), with attention to intellectual property (IP) and data rights, privacy, cybersecurity, risk allocation and service-level agreements.

Our attorneys represents clients in all aspects of strategic outsourcing transactions, including information technology outsourcing (ITO) and business process outsourcing (BPO). Depending on the nature and scale of the client's needs this can include preparation of a request for proposal (RFP), guidance through the vendor-selection process, negotiation of terms sheets and a definitive agreement, life cycle management, and contract enforcement and dispute resolution. By outsourcing functions to service providers who have the experience, scale and leverage to perform the functions more effectively and efficiently, our clients can focus resources and attention on their core business objectives.

Developing, Sharing and Licensing IP and Data

Our Tech & Data Transactions Team includes professionals experienced in IP, patents, trademarks, copyrights, trade secrets, other legal protections and the effective use of contracts and licensing arrangements to obtain, protect, leverage and monetize innovations and nontangible assets in a fiercely competitive global market. In transactions of virtually any nature, our attorneys inherently aim to grow our client's assets and protect their investments and innovations.

Generating, Using, Monetizing and Protecting Data and Data Insights

Our team includes attorneys experienced in data commercialization and analytics projects, with deep technical and legal proficiency leveraged daily in the transactional context to craft contractual data rights that support business strategies and are consistent with the mandates of numerous privacy laws. We also negotiate privacy and cyber risk allocation between the parties, align contractual obligations with commercially reasonable security standards, manage audit rights and address numerous other provisions that are critical to tech- and data-driven agreements.

Launching Online and Data-Driven Products and Services

We guide clients in their launch of new digital and technology products and services as well as the adaptation of existing products and services to facilitate compliance with new legal and regulatory requirements. Our team's work includes analyzing complex multiparty data flows and conducting end-to-end assessments of information risk, negotiation of agreements for partnerships involving technology integration and data sharing, and drafting required consumer-facing agreements and disclosures.

Managing Risks and Identifying Opportunities with New Technologies

The rapid technical advancements in leveraging data and technology present legal challenges and require legal counsel who keep pace, track evolving regulatory and legal landscapes, and offer pragmatic advice in the face of change. Obligations concerning ownership and rights, legal compliance, data quality, documentation and traceability, transparency, human oversight and accuracy vary depending on the use case.

Our Tech & Data Transactions Team brings together a mix of technical skills and legal experience in intellectual property, privacy, cybersecurity, commercial transactions, regulatory compliance, government relations and innovation. From small startups to multinational energy products manufacturers, our attorneys have experience advising clients on going to market with their online products and services, including through drafting and negotiating license agreements and developing nimble, easily understanding online terms. We offer practical advice, assess legal risk, identify opportunities, and provide our clients with a sound legal basis for their integration of data and AI assets in their business activities, including in agreements reflecting inbound and/or outbound sales and licensing, use cases, allocations of liability and indemnification, and flow-down obligations.

Leveraging AdTech/MarTech and Third-Party Integrations

We advise clients on advertising and marketing technology (AdTech/MarTech) in various capacities, including due diligence, transactions and compliance. We assist with counseling on technical implementations, negotiating agreements and interpreting evolving legal requirements that implicate highly complex AdTech/MarTech ecosystems.

Our digital advertising and marketing experience includes paid search, display ad, search engine optimization, pay-per-click (paid advertisements and promoted search results), social media marketing, content marketing, email marketing, mobile marketing, marketing analytics and affiliate marketing arrangements. Our lawyers also assist clients with content licensing and distribution, digital advertising, sponsorships and promotions, and similar arrangements. We have supported clients in preventing or investigating ad fraud, and in some instances, pursuing legal action for breach of contract in regard to misrepresentations and fraud concerning digital ad services.

Recent Honors and Accolades

Nationally ranked in Band 1 for Privacy & Data Security: Highly Regarded category in the 2022 Chambers USA – America's Leading Lawyers for Business guide
Ranked in the inaugural edition of Global Data Review (GDR) 100 in 2022
Ranked in the Leaders League USA – Best Law Firms guide for Data Protection & Cybersecurity in 2020
Attorneys routinely ranked in Chambers USA guide for Nationwide Technology & Outsourcing, Intellectual Property, Privacy & Data Security: Litigation and New York Technology

Representative Engagements

Retail: Representing a publicly traded retailer in agreement for cloud-based inventory management solution
Hospitality: Representing a global hospitality company in connection with development, deployment, hosting and operation of a complex private/public cloud environment for a distributed global reservation system
Energy: Representing 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 of legacy solutions and data integration with the new platform; the second contract was for the ERP platform with a large, global software provider
Aviation: Representing a major airline in negotiation and contracting of satellite-provided internet connectivity (Wi-Fi) and related equipment line-fit and retrofit, maintenance and licensing terms
Healthcare: Representing a large healthcare system in outsourcing administration, management and operation of IT infrastructure and services, including dozens of first- and third-party applications running in private and multi-tenant environments
Telecommunications: Representing a publicly traded telecommunications company in connection with a project that involved the provision of managed network and transport services in support of the global operations
Retail: Representing a Fortune 50 company in an agreement for outsourced support of in-store IT systems and software for approximately 2,000 locations
Financial Services: Representing a publicly traded national bank in agreement to outsource end-to-end management of its specialty trust services business operations
Financial: Representing a large investment bank in an outsourcing arrangement with a provider in India, including negotiation of service agreement, statements of work and data protection agreements
Telecommunications: Representing a publicly traded global telecommunications company in an agreement to outsource call center operations, human resource (HR) functions, and application development and maintenance services to a foreign-based provider
Healthcare: Representing a regional healthcare system to negotiate all material technology and data agreements, train in-house counsel and develop negotiating playbooks for technology and data agreements
Energy: Representing a renewable energy provider in an agreement with a battery storage supplier related to the use of the batteries and software monitoring the use and life of batteries and analytics
Real Estate: Representing a residential property manager in the provision of cloud-based, keyless entry kiosks for residential buildings, including advice on collection and processing of photographs, performance requirements and operation upon failure of internet connection
Transportation: Representing a U.S. airline in engagement of provider of in-airport people movement tracking and analytics service, including consideration of ownership, installation and support of on-premises equipment, cloud-based service and platform performance, and data privacy

Healthcare: Representing a regional provider and health plan to negotiate agreements with a large cloud infrastructure company and software development company to develop and implement a next-generation platform intended to revolutionize patient care
Healthcare: Representing a developer of a fitness tracking device to license physiological data collection software and device components from suppliers
Healthcare: Counseling a Fortune 100 medical device manufacturer on interface, application programming interface (API) and integration agreements with other device manufacturers, with particular attention to IP and data rights protection
Healthcare: Advising a Fortune 50 medical supply company on a joint development agreement with a Fortune 200 medical supply company to develop software to improve supply distribution network efficiencies
Energy: Representing an international energy company with negotiating complex joint development and collaboration agreements that include key issues such as preexisting IP contributions, protection of proprietary information during the development process, ownership and rights in developed IP, exploitation and commercialization of developed IP and accounting obligations
Transportation: Representing one of the nation's largest tolling authority in procurement and subsequent negotiations for development, implement and ongoing maintenance of next-generation, back-office tolling system
Financial Services, Retail, Restaurant: Representing numerous publicly traded and private companies in negotiations regarding payment processing equipment and services
Telecommunications: Representing a publicly traded internet service provider in connection with the formation of a joint venture with an international telecommunications company to establish a mobile virtual network operator
Financial Services: Representing a financial technology (FinTech) company in strategic alliance with a financial services company to advertise and market product offerings

Healthcare: Advising a healthcare provider on adoption of an intracompany data processing agreement and standard contractual clauses between dozens of affiliate entities around the world
Tech and Outsourcing: Advising a technology and global outsourcing provider on a strategic framework for provider- and customer-data processing agreements involving a mix of controller and processor relationships
Retail: Advising on contractual framework for data sharing and data exchange ecosystems for retail and financial services businesses with a focus on privacy considerations
Hospitality: Advising a global hospitality company on contractual privacy and cybersecurity framework for commercial travel agreements
Healthcare: Advising a large medical supply company on its existing rights to monetize de-identified customer data based on automated review of thousands of customer agreements and on changes to customer agreement templates to improve the client's posture on data rights
Energy: Representing a global supplier of renewable energy equipment, including supervisory control and data acquisition (SCADA) systems, and services in development of templates and negotiation of long-term provisions for cybersecurity services under shared responsibility model
Financial: Representing a national bank in negotiations with a financial data aggregator services provider
Energy: Representing a natural gas company and an international multi-energy company in connection with data issues and protection of proprietary information under agreements for generation and listing of renewable energy credits

Telecommunications: Serving as lead external counsel for a large telecommunications company in connection with a critical business effort to expand entertainment content offerings through integration of third-party streaming television services into client's technology and service offerings; specifically, we conduct privacy risk assessments of proposed technical integrations, draft in-product customer disclosures, negotiate privacy terms of distribution agreements with third parties, including large BigTech companies, and create repeatable defensible processes to streamline future integrations
Technology: Representing a human resources software company in development of contractual approach to data exchanges with global clients and providers in the employee benefit ecosystem, with a focus on responding to changes in law with regard to cross-border data transfers
Startup/FinTech: Representing 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
Retail: Representing a provider of on-premises and cloud-based software solutions and related services in connection with the development of their global contractual framework for direct and channel partner sales, including the development of contract templates, schedule of authorizations, playbook, training materials and courses, and ongoing contractual support
Technology: Representing a provider of a physical security appliance for large events in connection with the development of its contractual framework, including development of go-to-market strategy, development of contractual templates supporting direct and channel sales, as well as alignment with contractual commitments from suppliers of components and related implementation and support services
Technology: Representing a provider of managed security solutions in connection with the development of their global contractual framework for direct and channel partner sales, including ongoing contractual support for enterprise level transactions
Entertainment/Media: Representing a provider of a solution for the provision of an on-demand studio for use by retail and furniture companies for the on-site capture of images and development of marketing and sales materials in connection with the development of its contractual framework and the expansion of its business into Canada, Europe and Asia
Healthcare: Representing a healthcare tech company to develop a contractual ecosystem for an app- and cloud-based "healthpass" solution
Entertainment/Media: Advising various clients on contractual and legal aspects of sports and fantasy sports platforms
Education: Assisting EdTech company in developing contractual terms for its products in engagements with public sector schools and school districts
Healthcare: Representing a Fortune 100 medical device company in development of its contracting strategy and terms to launch a suite of COVID-19 testing mobile applications for patients, organizations and testing facilities
Healthcare: Representing a multinational medical equipment manufacturer on drafting template patient and provider agreements for online platforms associated with advanced orthopedic implants
Various: Drafting and advising on implementation of online Terms of Use and Privacy Policies for hundreds of clients in all industries
Retail: Representing a consumer product provider with launching online subscription service, including terms for auto-renewals and ACH payment processing
Technology: Representing an international cloud-based commerce platform with expansion into United States, including with legal compliance related to e-commerce and data processing and template customer agreements
Healthcare: Advising an international provider of a remote patient care platform in connection with launch in United States, including an update of existing customer and patient agreements to be consistent with U.S. law and best practices, while remaining consistent with existing templates

Startup/PropTech: 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
Startup/FinTech: Representing 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
Healthcare: Advising healthcare systems on analytics, medical research and data commercialization initiatives and third-party engagements, with special attention to privacy laws, healthcare regulations, revenue frameworks and IP/data rights
Healthcare: Representing a national retina care provider in engagement of provider AI data analytics tool to process and analyze images for diagnostic purposes
Healthcare: Representing a regional provider and health plan to negotiate an agreement with a software development company to develop and implement AI-based next-best action recommendation technology into patient platform
Technology: Representing a developer of leading AI/machine learning (ML) platform in a transaction with an online provider of just-in-time consumables; the transaction involved automated deduping of the provider's inventory lists and consumer contact information and purchase history, with a focus on streamlining the use of the resulting data set for marketing and product control purposes
Financial Services: Negotiating SaaS agreements on behalf of a client providing an AI solution for the automated extraction of content from insurance claims data sets
Technology: Representing a developer of a leading patented AI/ML platform in connection with project to develop, with a collaborating entity, a new predictive learning model; the representation involved patent cross-licensing techniques and structures to address joint inventions resulting from the collaboration
Real Estate and Property Development: Representing a client with respect to a development agreement for an AI/ML application to analyze real estate market developments targeted to specific geographic areas and investment parameters; the engagement required close analysis of the parties' allocation of responsibilities (and associated intellectual property rights) as to labeling the training dataset and for related tasks in a supervised learning environment
Telecommunications: Representing a multinational telecommunications provider that offers, among other services, cable television, broadband internet and telephony, in connection with the development and commercialization of AI technologies, including developing and implementing an overall framework for these activities
Technology/Robotics: Representing the developer of robotics technology in transactions involving the sale of the robotic devices and the ongoing cloud-based management and control of the devices
Telecommunications: Representing a telecommunications infrastructure provider in connection with structuring and negotiating a transaction for the design, installation and operation of wholesale and retail telecommunications infrastructure for a university-sponsored research and residential smart community; retail telecommunications infrastructure services included carrier-based wireless services, Wi-Fi services, residential broadband internet and video services, Internet of Things (IoT) services, and services related to LTE networks, CBRS networks, 4G networks and 5G networks
Telecommunications: Advising a telecommunications carrier as to exposure and compliance obligations with respect to deploying additional edge-device functionality (including Kubernetes containerized applications) to customer premises equipment (CPE); the engagement required a close analysis of the technology, its architecture, data flows, connections to customer's local networks and related issues.
Real Estate and Property Development: Advising a nationwide owner and operator of multifamily units in connection with negotiating the deployment and operation of smart home IoT devices, including thermostats, smart locks, video devices and humidity controls; the engagement included advice on the vendors' privacy practices, information security controls, service levels and the ability to manually operate critical devices in the event of a failure of power or connectivity; the engagement also included advice on certain of the vendors' business models, which relied on creating a direct contractual relationship with unit occupants
Technology: Representing an IoT developer in transactions with other IoT product and services developers involving technology that permits device makers and installers to securely connect their sensors and other IoT devices to cellular networks; the engagement required careful attention to the applicable carrier agreement and its flow-down obligations in terms of restrictions on cell service, roaming, permitted technologies and end-of-life issues
Technology: Representing a business building a participation program for one of the most visible, worldwide supply chain automation and blockchain initiatives; among other elements, the project involved considerable attention to the data pooling and information-sharing arrangements between members of the ecosystem
Telecommunications: Representing a leading telecommunications carrier in developing and implementing a suite of application programming interfaces (APIs) for the telecommunications industry solution providers; the representation includes carrier-to-carrier proof of concept and development agreements, "open source / creative commons" agreements with app developers, consent structures for subscribers and related elements

Retail: Advising public and private equity-backed e-commerce and consumer products companies on enterprise contract negotiations with advertising technology/platform providers in regard to digital marketing tools, such as website cookies and app software development kits (SDKs) and targeted advertising services, with guidance on implementation and privacy risk mitigation
Healthcare: Advising large hospital systems and healthcare institutions on contractual terms and implementation of AdTech tools and online advertising in connection with data privacy risks, website governance, marketing campaigns and philanthropy programs
Various: Representing numerous publicly traded companies in negotiations with advertising and social media companies
Entertainment: Representing a global children's brands business in negotiations with AdTech and data analytics providers, as well as operational implementation of those services, in view of children's privacy laws
Transportation: Representing a major public transportation agency in connection with its public-private partnership procurement for a concessionaire to replace the existing static advertising inventory (i.e., paper advertisements) with digital screens throughout significant portions of the client's facilities and vehicles, including the subway, commuter rail and bus system, and to otherwise sell and manage the client's advertising inventory