Technology

For companies that use the power of technology to drive business results, well-functioning IT and technological products are a fundamental prerequisite to success.
But at the same time, the suite of technical solutions available and the challenges that companies face in developing, implementing, delivering, operating, using, buying or selling IT systems and other technological products have become more diverse, complex, and specialised.


We understand these challenges and can advise on and help negotiate the full range of technology-related contracts and matters. Our legal group is among the largest in the Nordic market, and is able to bring together transactional, litigation and regulatory skills to secure the best possible deal in each situation.


Through our multi-disciplinary practice group, we can combine knowledge across a broad range of practice areas, such as M&A, procurement, competition, intellectual property, and data protection law and create a single integrated approach that benefits our clients.

Our capabilities include:

  • IT procurement
  • Technology supply and use
  • Business transfers within technology
  • Internet, e-commerce, and data
  • IT tenders
  • IT disputes and renegotiations
  • Start-ups

SYSTEM PROCUREMENT

System development and acquisition range from purchasing stand-alone standard applications that perform simple tasks through to full-scope, multi-phased development programmes spanning several years. However, the success of the procurement strategy rests on having a systematic, well-defined and well-documented approach in place in order to find the right balance between costs and value.

We have significant experience in structuring and negotiating contracts relating to the supply of standard systems, embedded systems, customised development of larger applications, agile development, and the purchase and sale of hardware, as well as the procurement of technology programs where (parts of) a company's IT system is developed by the same supplier who also provides maintenance.

With our proven tools, structured processes, and vast experience in drafting agreements for system development and acquisitions, we are able to assist our clients throughout every stage of the procurement cycle to help lock-in value by securing cost consciousness as well as high performance.

We can assist in:

  • Contracts based on standard contracts, such as K01, K02, and K03
  • Implementation of billing-, ERP-, CRM- and ESDH-systems 
  • Bespoke contracts catering for specific requirements, e.g. industry-specific regulations
  • Technology programmes
  • Outsourcing of development tasks
  • Retail-specific system deliveries

TECHNOLOGY SUPPLY AND USE

There are multiple kinds of arrangements concerning the sale, distribution, use, and commercialisation of IT, but most involve the same key issues: the protection of assets, rights, data, security and similar, while simultaneously allowing for flexibility, further development and enhancement of product sales and business.

We have accumulated years of experience in assisting our clients in the public sector, as well as the financial services, life sciences, telecommunications, electronics, media, and commerce industries. Transactions range from standard "off the shelf" license packages to complex deals involving significant consultancy and the design and development of custom-made technology with national and international suppliers.

We understand the particular risks and demands inherent in technology contracts, and are experienced in structuring commercial and technology arrangements tailored to fit our clients' businesses. We also make sure that related issues, such as intellectual property and personal data, are properly handled and protected.

We can offer advice on:

  • Software development
  • Licenses and open source
  • Software as a service
  • Hosting and support services
  • System development
  • Integration and applications development
  • Supply, maintenance and distribution agreements
  • Facilities management agreements
  • Consultancy agreements
  • Cloud computing 
  • OEM agreements

BUSINESS TRANSFERS WITHIN TECHNOLOGY

As technology and licensing become increasingly important for many businesses, buying and selling technology or media businesses has become significantly more complicated by the existence of underlying technology or licensing contracts. The result is that industry insight and market knowledge have become critical factors in creating effective and value-adding deals for business transfers and investments within technology.

Having been involved in a large number of venture capital investments and medium and small-sized business acquisitions, as well as almost every major transaction in the technology industry for the past few years, we have expertise in all aspects of the transaction process - from preparation to completion. We advise both buyers and sellers of businesses of all sizes located in Denmark and abroad, as well as investors, banks and other business transfer financiers.

Our assistance is always based on respect for the parties' unique characteristics, goals and needs. By combining our legal knowledge with experience and industry knowledge gained through many years of working in this specialist area, we are able to identify potential risk areas specifically concerning the target business and suggest appropriate solutions, thereby contributing to an effective and value-adding process.

We can assist with:

  • Trimming the business for a sale (adjustment of group structure etc.) 
  • Identifying outside circumstances that may affect the transfer or investment 
  • Choosing the transaction structure 
  • Structuring the transaction process 
  • Drafting documents that will later form the basis for the transaction (e.g. non-disclosure agreements, letters of intent, due diligence reports, guarantee catalogues, etc.) 
  • Performing due diligence and arranging physical and virtual data rooms
  • Reflecting the due diligence findings in the business transfer or investment agreement
  • Drafting and negotiating contracts 
  • Preparing and reviewing licensing agreements 
  • Integrating the target business into the buyer's organisation
  • Transitional service agreements 
  • Separation and implementation of the transferring entity's IT systems


Read more about business transfers within Telecommunications and within technology.


We also offer assistance from our Project Centre, which has extensive experience in project management and with establishing and controlling physical and virtual data rooms. 

Read more about our Project Centre.

INTERNET, E-COMMERCE AND DATA

Digitalisation brings new challenges for businesses that meet and connect with their customers online. As a growing number of services are marketed on the internet, the value of websites, databases and data has greatly increased. At the same time, these areas are also heavily regulated through a complex framework based primarily on EU law.

We have experience in all aspects of e-commerce law, including internet transactions, consumer protection, spam, domain name disputes, data protection, website content and website design, hosting and operating agreements, and the storage, processing and transfer of personal data, including transfers to EU and non-EU countries.

We review websites and e-commerce solutions and ensure that they comply with the applicable law, and we draft agreements on rights pertaining to websites and e-commerce solutions, development, internet traffic, and search engine optimization. Further, we advise our clients on matters relating to personal data, and provide assistance in relation to the Danish Data Protection Agency.

We can assist clients with:

  • Website terms and conditions
  • Privacy policies 
  • The processing and handling of personal data
  • Internet transactions
  • Consumer protection
  • Big data
  • Disclosure obligations 
  • Online businesses and online contract formation

PUBLIC IT TENDERS

Contracts for the purchase of IT services and systems by public entities that meet or surpass certain cost thresholds must be awarded via a competitive tender process and are subject to detailed regulations requiring transparency. Contracting parties must ensure that their arrangements comply with these rules and need to understand the risks associated with the procurement process.

We have broad experience in both IT and procurement law, enabling us to advise on all aspects of IT services tendering. We focus on compliance with the procurement rules to ensure overall adherence to the legal regulations and tendering conditions, while at the same time addressing and accommodating the issues relevant to IT deliveries.

We can assist clients with:

  • Assessment of procurement obligations
  • Planning of the procurement procedure
  • Tender documents
  • Award and selection criteria
  • Prequalification
  • Complaints
  • Review, negotiation and contract completion

RENEGOTIATION AND DISPUTE RESOLUTION

Companies do not necessarily wait for their IT contracts to expire before renegotiating because renegotiation presents an opportunity to improve their positions. However, many IT contract renegotiations result in conflicts which can often be attributed to poorly conceived and executed renegotiation strategies that fail to provide sustainable value to both parties.

We know how to properly execute renegotiations of existing service contracts. We also understand that the most value is derived from a win-win approach that can reduce costs and realign critical objectives to support the client’s business strategies while also giving suppliers an opportunity to extend their relationships and offer additional services.

If a conflict arises, we can effectively resolve the issues through formal dispute resolution processes or negotiation. Our experience within IT enables us to understand the dispute at hand and ensure that the process remains focused.

Our range of services includes:

  • Renegotiation strategies
  • Benchmarking and reviewing service delivery models
  • Analysing and assessing potential contractual liability
  • Advising on the best means of enforcing rights under a contract 
  • Termination and/or renegotiation of contractual arrangements
  • Dispute resolution

START-UPS

Aside from having a good business model, a tech start-up’s primary objective is often to effectively commit its founders to a dedicated and long-term involvement in the venture, and protect their ideas and intellectual property – which are likely their most valuable assets. However, entrepreneurs are rarely afforded the opportunity to prioritise legal services that can protect these important objectives.

We have maintained a specific focus on tech start-ups for a number of years and can assist start-ups with all kinds of legal issues, from company formation and related corporate matters to the full spectrum of venture capital financing, investments, and transfers and exits from companies that have risk or value drivers associated with technology, or where specialist IT input is required.

With our to-the-point, informal approach and in-depth industry knowledge, we are capable of offering tailored and useful advice at a low price. We offer proven documentation packages at a low, foreseeable cost which helps reduce legal fees and we provide strategic business counselling that helps start-ups anticipate challenges and accelerate their growth.

We can advise on:

  • Formation of companies or partnerships 
  • Shareholder agreements
  • Strategic alliances and partnering agreements
  • Setting-up vesting schedules
  • Funding and financing 
  • IP issues 
  • Confidentiality agreements
  • Exit strategies 
  • Transfer agreements
  • Transition service agreements
  • Due diligence

BLOCKCHAIN

Blockchain and other distributed ledger technologies have proved to be a value-adding answer to a range of potential problems - for established businesses and new start-ups alike. And not just in the fintech industry.

 

Blockchain offers a number of new business opportunities that will be relevant to consider for both established businesses and start-ups. For example, the technology can be used to document the origin of a product, e.g. foodstuffs or share certificates, or where a process has many stakeholders but no owner - e.g. the arrival and readying of a plane for takeoff in an airport.

Still, a comprehensive assessment should be made in each case. The use of Blockchain technology will not necessarily be rewarding in every instance. That’s where our advice may well prove valuable. Of course, we advise on all the legal aspects like contracting, competition law and data protection rules and regulations, but we also offer competent sparring on technology and on the business potential and costs of a blockchain solution.

Kromann Reumert has a very sizeable and highly specialised Tech group, so it has been important for us to take time to get a thorough understanding of the possibilities and challenges that this kind of technology poses.  We have internal resources who are very knowledgeable on the technical and legal aspects of Blockchain and crypto-currencies. Some of the lawyers in our Blockchain group also have a technical background.

Our competencies include:

 

  • Advice on the use of Blockchain technology
  • Technical and legal expertise on Smart Contracts
  • Implementation of legal agreements in Smart Contracts and vice versa
  • Legal and practical binding between Blockchain solutions and the analogue world
  • Funding in combination with Blockchain, including ICOs