Tech & Sourcing @ Morgan Lewis

Last week, we started to take a look at key issues sponsors should be mindful of when entering into a sponsorship agreement, particularly for sponsorship of a team, event, venue, individual influencer or player, or similar arrangements.

With many sports, music, and other events returning to in-person attendance after a prolonged hiatus for pandemic-related reasons, and others continuing to be conducted in front of huge virtual audiences, we think it’s a good time to run through some of the most common issues we encounter in sponsorship agreements.

Exceptions to confidentiality obligations are largely standardized, but in some contracts a copy-and-paste approach could, at best, lead to uncertainty and, at worst, undermine key aims of the transaction.

On July 1, 2021, the National Collegiate Athletic Association (NCAA) officially changed its rules prohibiting college athletes from receiving benefits from their name, image, and likeness. This is arguably the most significant day in the history of the NCAA as this landmark decision represents a monumental shift in the NCAA’s policies surrounding amateurism of athletes.

The US Department of Justice (DOJ) announced on January 13 that it had completed its review of a proposed joint patent licensing pool known as the University Technology Licensing Program (UTLP) of 15 participating universities. The DOJ concluded that the UTLP was unlikely to harm competition and would benefit licensees and the public to the extent that the UTLP would make it easier to commercialize inventions that may be currently unlicensed or underutilized.

Adding corporate flexibility to IT-related commercial contracts can make seemingly unrelated mergers and acquisitions (M&A) transactions a bit less complex.

In a prior series of posts, we discussed issues relating to intellectual property indemnification, including some exceptions, remedies, and allocation of liability. Given that these provisions often involve taxing negotiations and that many technologies have become intertwined, below we explore some nuanced—and frequently sticky—issues regarding third-party products and how they can be resolved.

There are two primary models by which vendors will make software available to customers (1) software as a service (SaaS); and (2) on premise. In a SaaS model, the vendor provides, maintains, and hosts (either itself or through a hosting SaaS vendor) the desired software, and grants the customer access to the software functionality via the internet.

The terms “reseller” and “distributor” are often used interchangeably to describe entities that purchase goods or services from a manufacturer and then distribute or resell such goods or services to retailers and consumers. However, there are some key differences between a distributor and a reseller and important issues to consider in agreements with resellers and distributors.

Please join us for the next installment of the Morgan Lewis Life Sciences Growth Webinar series, which will focus on university licensing.