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The IT / Digital Legal Companion: A Comprehensive Business Guide to Software, IT, Internet, Media and IP Law
The IT / Digital Legal Companion: A Comprehensive Business Guide to Software, IT, Internet, Media and IP Law
The IT / Digital Legal Companion: A Comprehensive Business Guide to Software, IT, Internet, Media and IP Law
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The IT / Digital Legal Companion: A Comprehensive Business Guide to Software, IT, Internet, Media and IP Law

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The IT/Digital Legal Companion is a comprehensive business and legal guidance covering intellectual property for digital business; digital contract fundamentals; open source rules and strategies; development, consulting and outsourcing; software as a service; business software licensing, partnering, and distribution; web and Internet agreements; privacy on the Internet; digital multimedia content clearance and distribution; IT standards; video game development and content deals; international distribution; and user-created content, mash-ups, MMOGs, and web widgets.

Chapters deal with topics such as copyrights on the Internet, for software protection and around the world; trademarks and domain names; patents and digital technology companies; trade secrets and non-disclosure agreements; confidentiality, rights transfer, and non-competition agreements for employees; introduction to digital product and service contracts; a pragmatic guide to open source; IT services - development, outsourcing, and consulting; beta test agreements; commercial end-user agreements; terms of use for web sites and online applications; privacy and use of personal data; digital technology standards - opportunities, risks, and strategies; content for digital media; and deals in the web and mobile value chains.

This book is intended for executives, entrepreneurs, finance and business development officers; technology and engineering officers; marketers, licensing professionals, and technology professionals; in-house counsel; and anyone else that deals with software or digital technology in business.

Comprehensive Business and Legal Guidance including

* Securing Intellectual Property for Digital Business
* Digital Contract Fundamentals
* Open Source Rules and Strategies
* Development, Consulting and Outsourcing
* Software as a Service
* Business Software Licensing, Partnering, and Distribution
* Web and Internet Agreements
* Privacy on the Internet
* Digital Multimedia Content Clearance and Distribution
* IT Standards
* Video Game Development and Content Deals
* International Distribution
* User-Created Content, Mash-Ups, MMOGs, and Web Widgets
* And Much More

Key Features:

* Up-to-the-Moment Legal Guide

* In Plain English

* Includes 38 Contract and Web Forms in the Book
Release dateAug 13, 2008
The IT / Digital Legal Companion: A Comprehensive Business Guide to Software, IT, Internet, Media and IP Law
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Gene K. Landy

Gene K. Landy is a shareholder of Ruberto, Israel & Weiner, P.C., Boston, MA, where he is the head of the firm's Technology Group. His practice covers domestic and international transactions for high technology businesses, from start-ups to publicly traded companies. His work includes licensing, intellectual property, technology transfer, business sales and acquisitions and investments. He is a graduate of Massachusetts Institute of Technology (MIT) and Harvard Law School.

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    The IT / Digital Legal Companion - Gene K. Landy

    Elsevier, Inc., the author(s), and any person or firm involved in the writing, editing, or production (collectively Makers) of this book (the Work) do not guarantee or warrant the results to be obtained from the Work.

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    Elsevier, Inc.

    30 Corporate Drive

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    The IT / Digital Legal Companion: A Comprehensive Business Guide to Software, Internet and IP Law

    Printed in the United States of America. Except as permitted under the Copyright Act of 1976, no part of this publication may be reproduced or distributed in any form or by any means, or stored in a database or retrieval system, without the prior written permission of the publisher, with the exception that the program listings may be entered, stored, and executed in a computer system, but they may not be reproduced for publication.

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    For information on rights, translations, and bulk sales, contact Matt Pedersen, Commercial Sales Director and Rights, at Syngress Publishing; email m.pedersen@elsevier.com.

    The IT/Digital Legal Companion and its content, including these forms, are for educational purposes only and is provided with the understanding that the authors and the publisher are not engaged in rendering legal, accounting, investment, or any other professional services.

    THE AUTHORS AND PUBLISHER MAKE NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND and assume no responsibility for errors or omissions. No liability is assumed for incidental or consequential damages in connection with or arising out of the use of the information or digital fi les contained or supplied with or for use with this book. Changes occur in legal matters and in the interpretation of law. Some legal matters are subject to opinion and judgment rather than defi nite rules. If you require legal, accounting, or other expert assistance, you should consult a professional advisor.

    Knowledge is power.

    —Sir Francis Bacon, philosopher

    Knowledge shared is power multiplied.

    —Robert Noyce, co-inventor of the semiconductor, co-founder of Intel

    Acknowledgment by Gene Landy

    This work is founded on the insights and experience of many.

    Most important is the contribution of Amy Mastrobattista, who edited the text, contributed forms, and provided many suggestions for improvements. You can find Amy’s touch throughout the book.

    I also gratefully acknowledge the help of persons who contributed ideas and insight or kindly reviewed the text, including:

    Mike Dornbrook, Executive Vice President, Harmonix Music Systems, Inc.

    Peter Duflo, President and CEO, Strategic Ventures, LLC

    Andrew Feinberg, General Counsel, Brightcove, Inc.

    Jim Geisman, CEO, Marketshare, Inc.

    George Grey, CEO & Founder, Mobicious Inc.

    Beth A. Marcus, Ph.D., CEO and Director, Zeemote, Inc.

    David Marglin, San Francisco attorney; formerly General Counsel, Gracenote, Inc.

    Charles Nesson, Professor, Harvard Law School and Founder and Co-Director of the Berkman Center for Internet & Society

    Jeffrey Steefel, Franchise Executive Producer, The Lord of the Rings Online, Turbine, Inc.

    G. Venkatesh, Chief Technology Officer, Sasken Communication Technologies Ltd.

    Aaron von Staats, Senior Vice President and General Counsel, Parametric Technology Corporation

    Anyone who wants to reaffirm their belief in the essential goodness of human nature should write a book. Of course, any inadequacy in this work is solely my own responsibility.

    I am indebted to Chris Williams and Amy Pedersen and all the other good people at Elsevier who helped with this book.

    I am also grateful to my assistant Cindy Scolamiero and the others at my law firm that suffered through proofing of the text.

    In addition to these individuals, I thank the countless innovators and risk takers in digital technology companies around the world. Their creativity and effort advances and continually renews the world that this book describes.

    Finally, I owe the greatest debt to my wife Sylvia who put up with me while I worked on this book.

    A Note from the Authors

    We would like to hear from you about the ways in which this book has helped you and about ways that it could be improved.

    We are always interested in new technologies, innovative legal techniques, new legal issues, and new problems to solve. If you have a need for business law services that require a sophisticated understanding of digital technology business and legal issues, please let us know.

    Feel free to write us at our firm:

    Gene K. Landy

    Chair, Technology Business Group

    e-mail: gkl@riw.com


    Amy J. Mastrobattista e-mail: ajm@riw.com

    Ruberto, Israel & Weiner, P.C.

    100 North Washington Street


    Massachusetts 02114



    About the Authors

    Gene K. Landy is a shareholder of Ruberto, Israel & Weiner, P.C., Boston, Massachusetts, USA and Chair of the firm’s Technology Business Group. His practice has a concentration on technology companies and digital technology transactions. He is a graduate of the Massachusetts Institute of Technology (SB 1969) and Harvard Law School (JD 1975 cum laude).

    Mr. Landy handles domestic and international transactions for high technology businesses, from start-ups to publicly traded companies. He represents companies in software, integrated circuits, telecommunications technology, IT hardware, Internet applications, e-commerce, computer games, and other technology fields.

    His work includes licensing, intellectual property, technology transfer, business sales and acquisitions, and investments. He has served non-US technology firms that operate in the United States, including companies in India, Australia, Ireland, England, Switzerland, and Scotland. Mr. Landy also works with investors in technology opportunities.

    In addition to this book, Mr. Landy is the author of an earlier lay person’s guide to software law entitled The Software Developer’s and Marketer’s Legal Companion, published by Addison-Wesley in 1993, as well as a number of articles in the field of information technology law published in law journals and other publications.

    Mr. Landy frequently lectures on legal topics and has spoken at e-Commerce Expo, Lotusphere, the Computer Games Developer Conference, and other industry trade shows, as well as the Massachusetts Technology Leadership Council, Massachusetts Continuing Legal Education, and the International Federation of Computer Law Associations. He has spoken at the invitation of the Comsware Communications Technology Conference in Bangalore, India and the Irish Software Association in Dublin, Ireland. He has been named a Massachusetts Super Lawyer in 2004 to 2007.

    Amy J. Mastrobattista is a shareholder at Ruberto, Israel & Weiner, P.C. and a member of the Corporate Department and Technology Business Group. She is a graduate of Smith College (A.B. 1988 magna cum laude and Phi Beta Kappa) and New York University School of Law (JD 1991).

    Ms. Mastrobattista has extensive experience structuring financings, including seed rounds, angel investments, and venture capital transactions. She has represented both emerging companies and investors. She is also very active in technology licensing for companies small and large.

    Ms. Mastrobattista has successfully structured and negotiated the purchase and sale of numerous businesses. She was recognized as one of Boston’s Top 10 Lawyers in Women’s Business Boston reader’s poll, January 2006.

    About the Authors’ Law Firm


    Focus on Technology and Business

    Ruberto, Israel & Weiner is a Boston-based business law firm. Our Technology Business Group is focused on information technology, digital products and services, and high technology manufacturing.

    We understand the interaction of intellectual property and technology in a global marketplace

    We have sector-specific knowledge. We understand technologies, business practices, intellectual property assets, and transactions

    We can execute sophisticated and complex technology sector deals

    Technology Sectors that We Serve

    Our firm has clients in many technology product and service fields. They include both US-based and non-US businesses. RIW represents emerging technology companies as well as established players expanding into new technologies. Specific industry segments served include:

    Software including business products, infrastructure, financial software, Internet, open source and communications products

    Consumer products, social applications, Web sites, and content, including Web and mobile media and games

    IT services and consulting

    Web businesses and software-as-a-service (SaaS)

    Communications technology

    Silicon products, including semiconductors, ASICs and MEMS

    High tech materials and manufacturing companies

    Business Services for Technology Companies

    Our services for technology companies include:

    Company Formation

    Incorporation, tax strategy, capital structure, shareholder agreements

    Formation and operation of US-based subsidiaries of non-US companies

    Financing Transactions

    Seed capital, angel and venture financing, commercial loans, private placements, and securities offerings


    Employment law generally, employee agreements, option plans and other equity compensation plans

    Trademarks and Copyrights

    US and worldwide trademark registration

    Management of global trademark portfolios

    Copyright registration

    Technology M&A and Strategic Licensing Transactions

    RIW handles technology merger and acquisition transactions. We also can carry out strategic licensing deals, including acquiring or granting key licenses for product line expansion, patent portfolios, or enabling technologies.

    Strategic Guidance

    We provide advice and guidance on legal aspects of:

    Technology and intellectual property strategies

    Distribution strategies

    Branding strategies

    Information Technology Transactions

    We handle domestic and international transactions for technology businesses ranging from start-ups to publicly-traded companies that are essential for technology companies, such as:

    Licensing and technology transfer

    Customer, reseller, VAR and OEM agreements

    Development agreements

    Technology acquisitions and transfers

    Outsourcing agreements

    Internet and mobile distribution deals

    Web agreements and online documentation

    Patent, copyright and trademark licensing

    Open source licensing

    International distribution arrangements

    Strategic alliances and joint ventures

    Multimedia, entertainment and game deals

    Content acquisition and licensing


    We provide civil litigation services, including trade secret matters, copyright and trademark infringement, contract disputes, and non-competition and confidentiality agreements

    Global Affiliations

    Through our network of affiliations across the globe, we partner with other law firms as needed for global distribution agreements, trademarks, partnerships and other international matters.


    Contact us to discuss your technology business needs and strategies. Please feel free to contact Gene Landy, Technology Business Group Chair, .gkl@riw.com

    Ruberto, Israel & Weiner, P.C. 100 North Washington Street, Boston, MA

    02114 USA

    (617) 742-4200 Phone / (617) 742-2355 Fax


    Form Downloading Instructions

    About the Forms in The IT/Digital Legal Companion

    There are 38 contract and web forms in the Appendix at the end of this book. The purchaser of this book can download the forms from a special web page at no additional charge. The forms are available in PDF and Microsoft Word format. You can also download a zip file on the web side that includes all of the forms in both formats.

    To get the forms, you need to register and then downloading just requires a few clicks.

    The site is optimized for Internet Explorer v6+ or Firefox v2.0+.

    How to Register

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    Find the 8-digit passcode listed at the back of this book inside the cover.

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    Enter your 8-digit passcode. Choose a username and password. Enter your first and last name as well as a current email address. This information can be used to retrieve your password if you lose it. If you would like to receive additional information on product updates, you may opt-in by checking the Opt-In box.

    Be sure to write down or save your username and password. It is your key to downloading forms. Once you have obtained a username and password, your 8-digit passcode will be invalid.

    Downloading Forms

    Once you have registered, you are redirected to the Logon Page. Use your username and password to logon to the site.

    You may open the forms through the browser and then save them or you may right-click on the form links and save them directly to your drive.

    You may logon to and use the download site as often as you wish.

    If You Have a Problem or Lose Your Password

    If you have problems in registration or downloading forms or if you lose your password, please contact Technical Support at .technical.support@elsevier.com

    Use of Forms

    Please note that the forms are subject to copyright and are provided for your own personal or business use. You should not use them for distribution or sale.

    Table of Contents


    Title Page



    Acknowledgment by Gene Landy

    A Note from the Authors

    About the Authors

    About the Authors’ Law Firm

    Form Downloading Instructions

    Chapter 1: Introduction: Using this Book to Build Value

    Your Need to Know Digital Business Law

    Who is this Book For?

    Organization of this Book

    Approach of this Book

    Understanding and Using Intellectual Property

    Doing Deals

    Understanding and Dealing with Legal Risk Factors

    Global Perspective

    Focusing on Your End Game From the Beginning

    How to Use this Book

    Using the Legal Forms

    Limits to the Contents of this Book

    Legal Counsel

    Chapter 2: Digital Copyright Basics

    Some History

    Copyright Counts!

    In this Chapter

    The Nature of A Copyright

    Public Domain


    Derivative Works

    Works Made for Hire

    Fair Use

    The First Sale Rule

    Thin Copyright Protection for Computer Databases

    Copy Protection Technology and Anticircumvention Law

    Registering your Copyright

    Advantages of Copyright Registration

    Criminal Copyright Violations

    More on Copyright Law


    Chapter 3: Copyrights on the Internet, for Software Protection and Around the World

    In this Chapter

    Topic One: Copyright and the Internet

    Topic Two: Copyright and Software Protection

    Topic Three: International Copyright Protection

    Chapter 4: Trademarks and Domain Names

    In this Chapter

    Trademark Registration Process

    Do-It-Yourself Registration of us Trademarks

    Essential Actions to Protect your Trademarks

    Taking Trademarks Global

    Exploiting Trademarks in Distribution, Licensing, and other Deals

    Domain Names

    Trademark Infringement Litigation


    Chapter 5: Patents and Digital Technology Companies

    In this Chapter

    The Power and Use of Patents

    Nature of United States Patents

    Software Patents and Business Method Patents

    The Patent Application Process

    Inventing and Patent Strategically

    Getting Serious about Patents

    Your Strategy for Us