DEAL OR NO DEAL: EPISODE VII THE LAST CONTRACT

Transcription

1 DEAL OR NO DEAL: EPISODE VII THE LAST CONTRACT Session 7: 3:50-4:50 Presented by Fieldfisher Title: Europe's Top 10 Contract Deal Issues - Tactics to Cut the Deal of Your Life Speakers: Philipp Plog - German Partner, Fieldfisher Laura Berton - Partner, Fieldfisher Mirena Taskova - Senior Associate, Fieldfisher Anna Gassot - Associate, Fieldfisher Barbara Walkowski - SVP Strategic Operations and Chief Legal Officer, Snowflake Computing, Inc.

2 People Dr. Philipp Plog, Managing Partner Germany, IP Enforcement and Litigation Hamburg office Download v-card View on LinkedIn +49 (0) Ich arbeite im Bereich Intellectual Property, mit einem Fokus auf Technologie und digitalen Geschäftsmodellen. Wir vertreten insbesondere E-Commerce-Plattformen, Content Producer und Distributoren bei der strategischen Ausrichtung, Lizensierung und Verteidigung ihrer Geschäftsmodelle. Darüber führe ich zahlreiche gerichtliche Auseinandersetzungen, in Deutschland und grenzübergreifend. Ich gehöre dem Aufsichtsrat von Fieldfisher an. Mein Studium habe ich in Berlin, Hamburg und Paris absolviert. Seit 2006 unterrichte ich Studierende der Hamburg Media School, der Universität Hamburg und der Popakademie Baden-Württemberg. Ich berate meine Mandanten auf Deutsch, Englisch und Französisch. English I specialise in intellectual property with a particular focus on technology and digital businesses. We represent clients, primarily distributors, e-commerce platforms and content producers, in developing and licensing their business models. We also have a particular litigation focus, both within Germany and internationally. I advise my clients in German, English and French. I am a member of Fieldfisher's Supervisory Board. I completed my law studies in Berlin, Hamburg and Paris and I have been teaching students of the Hamburg Media School, the University of Hamburg and the Popakademie Baden-Württemberg. Philipp's sectors Advanced Media and Technology We work closely with our clients to help structure, launch, finance, grow and sustain highly successful enterprises in dynamically evolving, competitive environments. Philipp's sectors Retail - Anti-Counterfeiting and Anti- Piracy Services Philipp's Counterfeiting and piracy can never be eradicated but the greatest deterrent to infringers is a proactive brand owner who thinks laterally about an anti-counterfeiting and antipiracy strategy. /media/2017/10/juve awards/

3 Philipp's expertise Anti-counterfeiting / anti-piracy services Philipp's expertise Technology Cloud Practice Philipp's Counterfeiting and piracy can never be eradicated but the greatest deterrent to infringers is if your business is proactive in its anticounterfeiting and anti-piracy strategy. Our top-ranked technology and privacy team is at the forefront of cloud development advising cloud providers, users and supervisors on technical and data privacy issues. Philipp's offices Hamburg Fieldfisher 2017 /media/2017/10/juve awards/

4 People Laura Berton, Partner, Technology, Outsourcing and Privacy Silicon Valley office Download v-card +1 (650) I specialise in technology, telecommunications, media and outsourcing projects and have over 10 years' experience advising on commercial, IP and IT issues. I represent a wide array of entrepreneurs and private companies in complex business transactions as well as advising them on their ongoing needs as they arise in the areas of intellectual property, information technology, outsourcing, procurement, e-commerce and data protection. I frequently advise both suppliers and acquirers on a range of technology related contracts including IT and outsourcing contracts and complex technology procurements. I am experienced in assisting on multinational large scale outsourcing projects. /people/b/laura berton/\vcf

5 I also have experience of working on new media and internet matters with search engines, content providers, online retailers and service providers, including in connection with content acquisition; distribution, and digital rights management; and all forms of online contracting and copyright issues. I have been named a 'rising star' in intellectual property in Super Lawyers I regularly present on outsourcing and commercial contracts and I am an occasional lecturer in contract law to MBA students at the world's oldest business school, ESCP Europe. I speak English, French (fluent), Spanish (good), Italian (good) and Arabic (beginner). In my spare time I can be found in a dance class or in the sea. Laura's sectors Media Our award-winning group has a reputation for delivering a commercially astute and effective service to give you a competitive edge in every deal. Laura's sectors Laura's expertise Technology, Outsourcing and Privacy Technology and outsourcing are key tools for exploiting new markets and seeking efficiencies. We handle critical transactions, advise on strategy and new technologies. Laura's expertise Laura's offices Silicon Valley Fieldfisher 2017 /people/b/laura berton/\vcf

6 People Anna Gassot, Associate, Privacy and Information Silicon Valley office Download v-card I am an associate in the Fieldfisher Silicon Valley office's privacy and information team. I regularly advise multinational clients on a range of European and international privacy-related matters and work with clients in a variety of sectors including marketing, security, and technologies. I also have experience in business litigation and commercial contracts. In addition to a Master s Degree in Business and Tax Law received in France, I earned a Master of Laws (LL.M.) degree from the University of California, Berkeley, School of Law. I successfully passed the Paris and California Bar examinations and I am an active member of the California Bar. Before joining Fieldfisher, I completed my training at Bird&Bird in Paris and worked in-house at a multinational telecommunication company and at a fintech start-up in San Francisco. /people/g/anna gassot/\vcf

7 I speak both French and English fluently. In my spare time, I love to go to the theatre, to ski, and to travel with my family and my friends. Anna's sectors Technology Our lawyers are immersed in the technology sector. We understand the challenges you face and we are equipped to smooth your path to success. Anna's sectors Anna's expertise Technology, Outsourcing and Privacy Technology and outsourcing are key tools for exploiting new markets and seeking efficiencies. We handle critical transactions, advise on strategy and new technologies. Anna's expertise Anna's offices Silicon Valley Fieldfisher 2017 /people/g/anna gassot/\vcf

8 SPEAKER BIO: SESSION 7 Barbara has extensive experience building high-caliber organizations. She began her career at IBM and later helped Siebel Systems become one of the world s fastest-growing companies as Vice President of Legal Affairs. She has also been a member of the executive teams at Get Satisfaction and C3 Energy. Barbara has served in key positions on the boards of many philanthropic organizations and is currently a Trustee on the Executive Committee of the San Francisco Conservatory of Music. Barbara holds both a J.D. degree and an A.B. in Economics from the University of Michigan.

9 Europe's Top 10 Contract Issues Why should I bother? 1 Belgium China France Germany Italy Netherlands UK US (Silicon Valley) fieldfisher.com

10 Europe's Top 10 Contract Issues and if I do localise, how should I do it? 2 Belgium China France Germany Italy Netherlands UK US (Silicon Valley) fieldfisher.com

11 Europe's Top 10 Contract Issues French Law Tips Negotiate in good faith Duty to inform French contract law reform 2016 Duty of confidentiality Behave ethically 3 Belgium China France Germany Italy Netherlands UK US (Silicon Valley) fieldfisher.com

12 Europe's Top 10 Contract Issues French Law Tips Under French contract law, only damages that are direct and foreseeable at the time of the conclusion of the contract can be recovered French Direct damages exclude indirect, special, incidental and punitive damages Therefore, in a French contract, there is not need to specifically exclude or limit these damages. Similarly, they cannot be included in a contract. However, it is necessary to expressly exclude loss of profits, income, revenue etc. 4 Belgium China France Germany Italy Netherlands UK US (Silicon Valley) fieldfisher.com

13 Europe's Top 10 Contract Issues German Law Tips Forget US limitation of liability language Liability for gross negligence cannot be excluded or limited, and liability for slight negligence can only be limited to typical and foreseeable damages in the case of a violation of material contractual duties Liability for intent ( Vorsatz ) can never be excluded in a German contract A US clause that is void is less than a valid EU clause 5 Belgium China France Germany Italy Netherlands UK US (Silicon Valley) fieldfisher.com

14 Europe's Top 10 Contract Issues German Law Tips No concept similar to employment at will Raft of employment protections such as hours of work, vacation, sick pay, family leave, notice of terminations and dismissal Employment law Main place of work in Germany so German employment law applies even if employer is a foreign legal entity Be careful with independent contractors - Social security contributions and income tax may apply if the relationship is in fact one of employer / employee 6 Belgium China France Germany Italy Netherlands UK US (Silicon Valley) fieldfisher.com

15 Europe's Top 10 Contract Issues English Law Tips Brexit Work for Hire Indemnities 7 Belgium China France Germany Italy Netherlands UK US (Silicon Valley) fieldfisher.com

16 Europe's Top 10 Contract Issues English Law Tips US You will fully indemnify, hold harmless and defend [US company] against law suits based on any claim related to Your alleged violation of the terms of this Agreement English lawyer A contractual undertaking by one party to meet a specific potential liability of the other. 8 Belgium China France Germany Italy Netherlands UK US (Silicon Valley) fieldfisher.com

17 Europe's Top 10 Contract Issues? 9 Belgium China France Germany Italy Netherlands UK US (Silicon Valley) fieldfisher.com

18 DEAL OR NO DEAL 2017: EPISODE VII THE LAST CONTRACT