Commercial Transactions

Services

  • Draft, negotiate, and administer inbound and outbound technology licenses and service agreements, including rights in software, patents, trademarks, and trade secrets.
  • Advise regarding licensing programs from discussion of licensing model and drafting forms through negotiation and administration in live business transactions, including periodic review of license terms to determine whether provisions justify drag on, or acceleration of, sales and revenue cycle.
  • Handle business-process and other high-stakes outsourcing, systems, and services arrangements from RFP through implementation, including both customer and supplier representation.
  • Structure service offerings in consultation with business and technical leaders to balance liability exposure, profitability, and marketability.
  • Lead technology development transactions involving cross-licensing, co-development, co-marketing, and revenue-sharing arrangements.
  • Build, revise, negotiate, and administer agreements and other frameworks for cloud-based and other online services, including ASP, SaaS, IaaS, and other models.
  • Help clients invent new and disruptive business models, such as an aftermarket in sales leads for new and used auto purchase and finance, and a nationwide rental and charter arrangement for 404 aircraft located at 90 airports in 30 states, as well as on-demand charter (OpenAirplane and FlyOtto).
  • Manage large-scale and complex international data transfer compliance, especially projects involving transfers from the European Union/European Economic Area. Experienced with international data-transfer frameworks, subprocessor management, and maintaining compliance tracking programs that document compliance across multi-national enterprises.
  • Advising with respect to, negotiating, and settling, troubled and failed technology implementation relationships on both the customer and vendor sides.
  • Drafting, negotiation, and administration of major systems (hardware, software, enhancement, support, and maintenance), business processes, licenses, and ongoing operational agreements for mission-critical operations, including commerce platforms, telematics/infotainment/mobile applications, healthcare billing systems, clinical diagnostic systems, dialer, call center, and other telecommunications-related systems, system development agreements, and joint development agreements. Mr. Tupper is a past chair of the Information Technology Law Section of the State Bar of Michigan.
  • Assisting clients with implementation of electronic signatures and electronic records processes in business-to-business, business-to-consumer, and other environments Mr. Tupper has worked frequently with the Uniform Electronic Transactions Act  (“UETA”) and its federal implementation, the Electronic Signatures in Global and National Commerce Act (“E-SIGN”).
  • Advising regarding use of open-source resources, including mixed-type situations (e.g. applications under permissive licenses that link to materials under less-permissive licenses) and general consulting as to whether materials under a particular license can be used for particular applications, especially in products.
  • Workout of failed IT and software implementations, breached license agreements, and similar disputes.

Qualifications

  • Past chair of the Information Technology Section of the State Bar of Michigan.
  • Recognized in The Best Lawyers in America® for Information Technology Law, 2007-2018. Copyright 2015 by Woodward/White, Inc., Aiken, SC
  • Named a Michigan Leading Lawyer in the areas of Computer & Technology and Data Privacy Law by the Leading Lawyers Network, 2014-2017. Law Bulletin Publishing Company
  • Named Detroit “Lawyer of the Year” for Information Technology Law by Best Lawyers® 2013
  • Recognized in Michigan Super Lawyers® for Mergers & Acquisitions and Information Technology/Outsourcing, 2012-Present.
  • Author of two chapters of the PLI Technology Transactions treatise.
  • Audiobook narrator for The Eudaemonic Pie by Thomas A. Bass. The bizarre true story of how a band of maverick physicists and computer wizards set out to beat roulette wearing first-generation CMOS computers in their shoes.

Examples

  • Negotiation of licensing and outsourcing arrangements in financial, retail backroom, energy, industrial process, healthcare, automotive, telematics, consumer goods, aviation, and other markets.
  • Successful conclusion of agreements for data center operations, call centers, electronic records, ERP, electronic medical records, medical imaging systems, inventory control systems, software and hardware maintenance, break-fix support, and custom development.
  • Experiences with in-house environments through more than two FTE years of seconded assignments with FCA (2015), General Motors (2014), Ford (2013), Guardian Industries (2001, 2003), Delphi (2000), and others.