IT Law, Internet & E-Business

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1 Structuring and support in relation to IT projects / Sale and purchase of software and hardware / Cloud Computing / Open source software / Data protection / Outsourcing / Court and arbitration proceedings / Structuring and support in relation to E-Business concepts and products / B2B contracts and general terms and conditions of business in the relation to users / Responsibility of Internet providers / Social Media / Website checks

2 2 I think there is a world market for maybe five computers. The above sentence was said in 1943 by Thomas J. Watson, a former CEO of IBM, in view of the first few monstrous computers for commercial use. Had Watson been right, today there would not be any need for legal advice in relation to IT, Internet and E-Business issues.

3 3 Computers and the Internet have changed the world Since the prediction by the former CEO of IBM, things have developed quite differently, not at least because of IBM itself. In addition to large classic IT companies, the numerous small and medium-sized suppliers and innovative business enterprises in the Internet and E-Business symbolize the fundamental change driven by IT and communications technologies (ITC). Internet and telecommunication technologies penetrate all areas of our society. The term information society is much more than just a catchphrase. That is true, in particular, in relation to the working world, which is subject to structural change on a global scale: Production and marketing chains are being recomposed, and the new media create new possibilities for the global control of work and production processes. By the Internet, there has arisen a globally available information area and trading space, which is also being used more and more for completely new business models and value-added chains. All of the above raises a lot of legal questions. The experts of SKW do answer those questions. In addition to classic IT law, i. e., bits and bytes, hardware and software, our lawyers also have expertise in all questions which arise in connection with Internet applications, the Internet as a distribution channel and as a social living environment. In that sector, SKW combines legal expertise with in-depth knowledge of the industry and technical understanding. ITC in figures In 2008, the number of PCs used world-wide broke the sound barrier of 1,000,000,000. The annual increase of the number of computers is approx. 12%. Assuming that growth continues, the barrier of 2,000,000,000 computers will be reached by In 2009, the global market for ITC services generated sales revenues of approx. EUR 2,900,000,000,000, of which an estimated EUR 660,000,000 are attributable to the European Union. More than 1,300,000,000 people all over the world use the Internet; for Germany, the figure is 52,000,000. The online platform Facebook has more than 500 million members. 85% of all Internet users world-wide have already purchased goods on the Internet. In 2009, more than 31 million online shoppers in Germany spent approx. EUR 19,000,000,000 for goods and services purchased through the Internet. For the first time, 51%, i. e., more than half of the volume of ordered goods, were ordered through the Internet.

4 We combine technical understanding with legal expertise and knowledge of the industry. Dr. Oliver Bühr

5 5 Law in the IT sector In relation to IT law, we structure and support IT projects of any volume. We assist in the sale of IT goods and services (software, hardware, other services) and the outsourcing of IT services and IT-based business processes (BPO). We also actively take part in shaping data protection, Compliance and technical innovations. The main focus of our work is on the preparation of contracts for hardware, the creation and transfer of software, software maintenance, Cloud Computing, open source software, software leasing, ASP, sales and support, outsourcing and service level agreements, as well as general terms and conditions of business. In so doing, we also consider Compliance aspects and structure the implementation of data protection requirements. We actively assist in the performance of contracts and solve problems arising in long-standing and complex projects. If necessary, we represent our clients in arbitration and court proceedings. In the area of IT law, lawyers of SKW played a major role in the development of current market standards, such as the preparation of the standard contracts used by the public sector for the procurement of IT services (EVB-IT) and the General Terms and Conditions of Business recommended by BITKOM e.v. In addition, we are involved in the training programme for specialised lawyers in IT law and commit ourselves in the industry association, BITKO e.v., including in major positions. Overview of our services Legal preparation and assistance in relation to IT projects Sale of IT goods and services (software, hardware and other services) Outsourcing of IT processes, BPO Cloud Computing Data protection and data security Compliance M & A transactions in the IT sector, including insolvency issues Contracts with the public sector (EBV-IT, BVB) Court and arbitration proceedings, representation before public authorities

6 In relation to developments in IT law, we always keep a finger on the pulse of the times and have contributed to setting the market standards for contracts. Martin Schweinoch

7 7 Internet and E-Business law Our work in the Internet and E-Business sector is heavily characterised by rendering strategic advice to business enterprises. We structure, and assist in, E-Business concepts and products, render advice in relation to data protection, data security and Compliance, and provide comprehensive assistance to Internet providers and services. The Internet presence of business enterprises, as perceived by users and competitors, is a central issue. Here, one must differentiate between business enterprises using the Internet as an original business model (such as Internet portals or Social Community Networks) and enterprises, which use the Internet to develop their existing business models (such as online travel agencies like Expedia). In addition, one must consider all issues resulting from the fact that content is nowadays exploited not only in the cinema, on DVD or television but also, increasingly, on the Internet. We have special expertise in the areas of the clarification and licensing of rights such as to music, on the Internet, and the dealings with performing rights societies (GEMA rights). We are specialists for partnership models between Internet platforms among themselves (Content Channelizers, Affiliate Partnerships), for User-Generated Content (Web 2.0), the handling of Web 3.0 phenomena such as Wikileaks, as well as the structuring of the terms of use for platforms in relation to their users. Our expertise in that sector is documented by the fact that lawyers of SKW have published for more than ten years the loose-leaf edition, Recht im Internet, which is updated regularly and is considered to be a standard work. Overview of our services Structuring and assistance in relation to E-Business concepts and products B2B contracts and general terms and conditions of business in the relation to users Data protection in relation to user data Comprehensive assistance to Internet providers and services Structuring of Social Media Platforms and Augmented Reality services Licence and distribution agreements Responsibilities of Internet and telecommunications providers Website check

8 As a leading firm in media law, we not only have the legal knowledge in relation to all Internet applications but also comprehensive market know-how. Dr. Andreas Peschel-Mehner

9 9 Examples of our consultancy activities While we could fill page after page on all the things we can do and what experience we have, our expertise becomes more touchable by some examples of our retainers: 01 Preparation and negotiation of a contract for the purchase of a licence and a software project for a financial services provider. Our advice included the purchase of the necessary software licences, the preparation of a complex project agreement including the required adaptations to the standard software, as well as a maintenance agreement including a service level agreement. 04 Assisting a provider of event areas and organiser of major events in the introduction of a customer relationship management system. One material aspect was the question whether the use of visitor data for purposes of customer retention and advertising, as well as the transmission of such data to foreign group and partner companies, is admissible. 02 Preparation of a master agreement for IT services for one of the leading German furniture retail chains, including relevant standard documents for work performances and support services. We negotiated that agreement with about a dozen of regular contracting parties. 05 Planning, structuring and implementing a transition to a more differentiated form of Second Generation Outsourcing of IT, including partial re-insourcing, for a listed manufacturing company. This included not only the agreements with the new providers but also the gradual termination of the agreements with the previous supplier. 03 Rendering legal advice to an Internet platform, which procures offers for branded goods as a portal. For the start-up, we carried out a basic legal review of the business model. Before the platform went online, we prepared all legal documents, including general terms and conditions of business with customers and dealers, provisions regarding data protection etc. 06 Out-of-court representation of a leading German supplier of ITC services in a critical project in relation to the introduction of a system, by which the business of a major financial services provider can be administered and settled. Following the abortion of the project, we successfully represented our client in court in the customer s action for a reversal of the transaction and damages.

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11 11 About the firm SKW is an independent German law firm. We advise companies of all sizes, from owner-managed firms to publicly listed corporations, as well as private clients in all major areas of national and international commercial law. We also advise international companies in relation to their business operations in Germany. We also offer our services in English, as well as French. With offices in Berlin, Düsseldorf, Frankfurt / Main, Hamburg and Munich, we are present at major German business hubs and can serve our clients all across Germany. Strong personalities have always found a home at SKW. We provide you with the necessary freedom, so that the productive struggle for the best solution will yield outstanding results. The commercial activities of many of our clients are, of course, not limited to Germany. Therefore, we ensure that their interests are efficiently safeguarded not only in Germany but everywhere where this is required. Through our memberships in the international networks of law firms, Terralex, Pannone Law Group (PLG), Mackrell International and the International Network of Boutique Law Firms, as well as our collaboration with selected partner firms, we can warrant that our clients will at all times be assisted across the globe in the best possible manner. We would not be what we are today if we were unable to combine various specialisations, skills and experiences efficiently. Aristotle said: The sum is more than the whole of its parts. And we do agree with him, as each of us knows that we can only reach the outstanding solutions which our clients expect if we work together across department and offices. The overarching identity of the firm as a whole and, at the same time, the individual characters of the different departments and units do not contradict each other. In fact, this is what makes us special.

12 Labour Law 02 Banking and Finance Law 03 Corporate Law / M & A 04 Intellectual Property / Competition Law 05 Commercial Law 06 Real Estate 07 Insolvency Law and Restructuring Media and Entertainment Law 10 Public Economic Law 11 Private Clients 12 Litigation and Arbitration Proceedings, Mediation 13 Transport Law 14 Insurance Law 15 Notaries

13 IT-Recht, Internet & E-Business 13 Offices Berlin Kurfürstendamm 21 T +49 (0) F +49 (0) berlin@skwschwarz.de Düsseldorf Steinstraße 1 T +49 (0) F +49 (0) duesseldorf@skwschwarz.de Hamburg Ferdinandstrasse 3 T +49 (0) F +49 (0) hamburg@skwschwarz.de Munich Wittelsbacherplatz 1 T +49 (0) F +49 (0) muenchen@skwschwarz.de Frankfurt / Main Mörfelder Landstrasse 117 T +49 (0) F +49 (0) frankfurt@skwschwarz.de