Corporate & Technology Law

Berenzweig Leonard has deep transactional experience in all elements of corporate and technology law.  From formation, to capital raise (angel, seed or venture capital investments), through growth and maturity stages and on to liquidity events (mergers and acquisitions), our firm provides strategic business and legal advice to founders, boards of directors and investors.

Our technology practice has included software development and licensing expertise since the “dot.com” days of 1998.  We represent U.S. and international clients in the hardware, software, internet, data hosting, Cloud, government contracting and professional services industries.  We have represented overseas companies doing business in the U.S. from the U.K., Scotland, France, Germany and the Netherlands.

Our corporate and transactional offerings include:

  • Determining the appropriate form and state of organization
  • Advising, negotiating and closing every form of early-stage investment, from founder rounds, seed, series seed preferred, SAFE Agreement, venture capital and strategic investments
  • Negotiating and drafting corporate charters, bylaws, LLC operating agreements, corporate policies and other organizational documents
  • Drafting equity incentive plans, programs and agreements, including stock options, restricted stock, unit appreciation rights, SARs and phantom equity plans and agreements
  • Developing and customizing reseller, value-added reseller and other licensing and distribution agreements
  •  Drafting board, LLC member and shareholder actions and resolutions
  •  Advising on NDA, non-competes, IP Assignment and software licensing agreements
  •  Drafting of government contractor technology licensing agreements to the government or to other government contractors (prime or subcontractor)
  •  Drafting, negotiation and closing of merger & acquisition agreements, under both government preference programs (Small Business, WOSB, SDVOB, etc.) and between commercial companies
  •  Advising clients on the application of government contracting requirements, FARs and DFARs contract clauses, including cybersecurity requirements
  •  Drafting of buy-sell and founder withdrawal and buy-out transactions
  •  Conducting due diligence in connection with acquisitions and exit planning
  •  Negotiating stock sale, asset sale and division spin-out transactions
  •  Preparing dissolution and liquidation transactions

Our technology experience includes:

  • Technology sales and licensing, including reseller and VAR agreements
  • SaaS, IaaS, PaaS licensing and terms of use, including data privacy schedules
  • Licensing technology to the Federal government under all FAR and DFAR clauses
  • Online terms of use, privacy policies, click-wrap licenses and open source licenses

Whether you are a start-up or an established technology company, you need knowledgeable and experienced counsel to protect your interests, help you raise capital and support you throughout your entire life cycle.   We can help you achieve all of your legal goals in a cost-effective manner.

Representative Cases

DISCLAIMER: CASE RESULTS DEPEND ON A VARIETY OF FACTORS UNIQUE TO EACH CASE AND DO NOT GUARANTEE OR PREDICT A SIMILAR RESULT IN ANY FUTURE CASE UNDERTAKEN BY BERENZWEIG LEONARD.

  • Integrated Direct Marketing, LLC v. Drew May and Merkle, Inc., Case No. 1:14-cv-1183 (E.D. Va. 2015); No. 16-1032 (4th Cir. 2017), motion for summary judgment granted representing data-based marketing company, dismissing a seven-count complaint in its entirety, which claimed over $55 million dollars in damages alleging breach of contract, breach of fiduciary duty, conversion, violation of the Arkansas, North Carolina, and Virginia trade secret laws, intentional interference with business expectancies, and unjust enrichment; successfully preserved entirety of decision on appeal with affirmance in full by the Fourth Circuit.
  • Emerging Asia PTE, Ltd. v. Tinchev, et al., Case No. 1:17-cv-287 (D.D.C. 2017), successfully defended against a motion for temporary restraining order by former employer alleging tortious interference, conversion of proprietary information, breach of a confidentiality agreement, civil conspiracy, and other related causes of action.
  • TomTom, Inc. v. Adolph, No. 14-1699 (Fed. Cir.), multi-year patent infringement litigation representing patent owner at both the district court and appellate level involving technology to crowd-source the creation of digital maps; successfully appealed district court claim construction ruling, achieving complete reversal and remand.
  • Oracle America, Inc. v. Service Key, LLC, No. 4:12-cv-0790 (N.D. Cal.), successfully defended small business against allegations of copyright infringement relating to Unix operating system software.
  • Seneca One Finance, Inc. v. Kris Bloshuk, Case No. 16-cv-1848 (D. Md. 2016), motion to dismiss granted with prejudice dismissing complaint in its entirety, which alleged breach of a non-solicitation and non-competition agreement, civil conspiracy, violation of the Maryland Trade Secrets Act, and other related causes of action.
  • Intercom Federal Systems Corporation v. Technical and Management Resources, Inc., et al., Case No. 2013-17672 (Va. Cir. Ct. 2014), secured a preliminary injunction order in Fairfax County Circuit Court, enjoining a government contractor from terminating a teaming partner from a joint venture, and also enjoining the government contractor from soliciting and/or hiring any employees or contractors of the teaming partner.
  • Top5, Inc. v. Core Point Consulting, Inc., Case No. 1:13-cv-1510 (D. Md. 2013), defended an IT company and its sole owner, who started an allegedly competing business, from claims for breach of contract, including alleged breach of various restrictive covenants. Successfully defended against a motion for temporary restraining order after the court specifically found there was no irreparable harm that would have severely limited the owner and his IT company from continuing operations.
  • ForceX, Inc. v. Technology Fusion, LLC et al., Case No. 4:11-cv-00088 (E.D. Va. 2011), defended a government contractor and its sole owner against a former employer against claims of breach of duty of loyalty and fiduciary duty, breach of contract, violation of Virginia’s Uniform Trade Secrets Act, and intentional interference with contract, all seeking punitive damages and injunctive relief. Successfully defended against a motion to expedite discovery with the court specifically finding that the former employer was unlikely to succeed on the merits and could not show irreparable harm, which a ruling subsequently resulted in the former employer withdrawing its motion for preliminary injunction and temporary restraining order.
  • Quantum Systems Integrators, Inc. v. Sprint Nextel Corporation, No. 1:07-cv-00491 (E.D. Va.), successfully defended large company in copyright infringement trial involving network monitoring software.
  • Research In Motion Ltd. v. Eastman Kodak Co., No. 3:08-cv-2075 (N.D. Tex.), supported counter-claim plaintiff in expert discovery portion of multi-firm patent infringement suit involving object linking and embedding software within Internet browsers.

Publications & Presentations

Our technology attorneys regularly serve as leading voices in the legal community with respect to recent developments and trends in technology law and litigation. Our attorneys have authored and been featured in many local and national publications and presentations, including the following:

  • “Overview of Cybersecurity for Commercial and GovCon Companies,” Presenter, Renaissance Forums, February 9, 2017.
  • “Workplace Violence & Cybersecurity.” The Business Benefits Group. Presentation, 2017.
  • “Introduction to the Service Contract Labor Standards.” Society for Human Resources Management (SHRM). Presentation, 2017.
  • “Key Risks and Common Mistakes in Administering SCA Contracts.” Society for Human Resources Management (SHRM). Presentation, 2017.
  • “Appeals 101: Preserving Your Trial Record and Maximizing Your Chances at Appeal.” Fairfax Bar Association. Moderator, 2017.
  • “CyberRisk: Is your Government Contracting Company Ready?” Panel Member, Cohn Reznick, November 9, 2016
  • “New FAR and DFAR Requirements for Government Contractors,” Panel Member, FedPubs Cybersecurity Summit, September 15, 2016
  • “Cybersecurity for Law Firms,” Panel Member, Defensative, Inc., August 17, 2016
  • ‘What Lawyers Need to Know about Cybersecurity,” Presenter, Fairfax Bar Association, August 31, 2016
  • “Cyber Risk Management for Government Contractors,” Panel Member, Hemisphere, Inc. Webinar, February 19, 2016
  • Software Developers Can Relax, Findley, Decoding IP Blog, 2016.
  • Panelist, George Mason American Inn of Court, 2016.
  • Panelist, The Washington West Film Festival, 2015 and 2016.
  • “Cover Your Tunes! Legal Protections for Musicians,” South by Southwest Festival, 2016.
  • “Trademark and Copyright Infringement in the Digital Age,” International Jazz Day, 2016.
  • “Bringing Meaning and Contribution to Business – MBA Course.” Georgetown University McDonough School of Business. Lecture, 2016.
  • “Newly Admitted Attorney Orientation Continuing Legal Education Course.” Fairfax Bar Association. Moderator, 2016.
  • “Hot Topics and Trends in Employment Law.” Insurance Marketing Center. Presentation, 2016.
  • Panelist for Virginia State Bar Harry L. Carrico Professionalism Course, 2014 – 2016.
  • “Joint Employer Doctrine Could Spell More Litigation Trouble.” DRI, The Critical Path, (Volume 19, Issue 13). 2015.
  • “Examining Legal Issues and Contract Disputes.” Construction Contract Workshop. Stafford County. Dec. Presentation, 2015.
  • “Avoiding Software Patent Quicksand,” Findley, Decoding IP Blog, 2015.
  • “Patent FAQs: What Happens During the Patent Process?” Findley, Decoding IP Blog, 2015.
  • “Patent FAQs: How Much Does it Cost?” Findley, Decoding IP Blog, 2014.
  • “Patent FAQs: Why Do I Need a Patent Attorney?” Findley, Decoding IP Blog, 2014.
  • “Five Hot Topics in Employment Law.” BB&T Insurance Services. Presentation, 2014.
  • Panelist for National Contract Management Association (NCMA) World Congress. 2011 – 2014.
  • Panelist for National Veterans Small Business Conference. 2011 – 2014.
  • “Contract Drafting Essentials and Defamation in the Digital Age.” The Association of Bridal Consultants. Presentation, 2013.

Our attorneys are also regularly cited as an authority on business and technology law and litigation issues in such major publications as The Washington Post, Washington Business Journal, SHRM HR Magazine, Smart CEO Magazine, and Lawyers Weekly.

 The Technology Litigation team at Berenzweig Leonard is heavily involved in industry programs educating and advising participants in the technology issues companies face today, including the following:

  • Member, Deloitte Task Force on DoD Cybersecurity Program (“Deliver Uncompromised”) for U.S. Defense Security Service
  • Member, Department of Homeland Security, CIDAWG (Cyber Incident Data Analysis Repository Working Group)
  • Participant, MITRE, Inc. Software and Supply Chain Assurance (SSCA) Working Group
  • Member, National Contract Management Association
  • Panel Members on Cyber Security Update presentations

 Seth Berenzweig, one of the firm’s managing partners and member of the technology litigation practice, frequently appears on national and local television networks such as Fox Business News, Bloomberg Television, Fox News Channel, CNN, BBC, and D.C. television outlets discussing breaking news, including business and technology law developments, and Supreme Court rulings impacting companies.

Honors and Awards

Attorneys in our Technology Litigation group are regularly recognized by their peers, clients, and legal community with many honors and awards given to distinguished members of the bar, such as the following:

  • Virginia and Washington, D.C. Super Lawyers in Business Litigation (2010-2012, 2015-2017)
  • Rising Stars, Virginia and Washington, D.C. Super Lawyers in Business Litigation (2015-2017)
  • Legal Elite, Virginia Business Magazine (2012, 2015-2017)
  • Super Lawyers in the area business law by Thomson Reuters (2015-2017)
  • Legal Elite based on client nominations by Smart CEO Magazine (2015)
  • ABA-BNA Award for Excellence in the Study of Intellectual Property, American Society of Composers, Authors and Publishers Plus Award, 2013-2016
  • Named to the ranks of Virginia’s Top-Rated Lawyers as featured in The Wall Street Journal (2012)
  • Declan Leonard was named one of the distinguished Leaders in Law by Virginia Lawyers Weekly (2016)

The attorneys in our Technology Litigation group are AV® Preeminent Peer Review Rated by Martindale-Hubbell for legal ability and ethics. Several members of our firm have also successfully completed and received extensive litigation training at the National Trial Advocacy College, a week-long intensive trial course.

Court Admissions

  • U.S. Supreme Court
  • U.S. Court of Federal Claims
  • U.S. Court of Appeals, Federal Circuit
  • U.S. Court of Appeals, Fourth Circuit
  • U.S. Court of Appeals, District of Columbia
  • U.S. District Court, District of Columbia
  • U.S. District Court, Eastern District of Virginia
  • U.S. District Court, Western District of Virginia
  • U.S. District Court, District of Maryland
  • U.S. District Court, Southern District of New York
  • U.S. District Court, Eastern District of Michigan
  • Registered Patent Attorney, U.S. Patent and Trademark Office
  • State Courts throughout Virginia, Maryland, Washington, D.C., Pennsylvania, and New York

 Professional Memberships & Affiliations

The technology attorneys at Berenzweig Leonard are also heavily involved with the legal community, serving in various leadership and executive capacities with many of the following associations:

  • Fairfax County Bar Association (Past Chair and Current Vice Chair, Employment Law Section; Current Chair, Business Law Section; Board Member, Young Lawyers Section)
  • Professional Services Council (Current Co-Chair, Human Resources and Labor Committee)
  • George Mason American Inn of Court (Executive Committee Member)
  • Legal Services of Northern Virginia, Pro Bono Employment Law Project
  • Arlington County Bar Association (Past Chair, Business Law Section)
  • Federal Bar Association (Labor and Employment Law Section)
  • Fairfax County Chamber of Commerce
  • Northern Virginia Technology Council
  • Virginia State Bar
  • Virginia Bar Association
  • District of Columbia Bar Association
  • American Bar Association (ABA)
  • American Society of Composers, Authors, and Publishers
  • American Intellectual Property Law Association
  • Washington Area Lawyers for the Arts
  • National Academy of Recording Arts and Sciences
  • American Association of Independent Music
  • National Academy of Television Arts and Sciences
  • United States Court of Federal Claims Bar Association
  • Boards of Contract Appeals Bar Association