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E-Commerce

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Electronic commerce allows us to cross borders and time zones in real time and with a simple left click. Whether your business is a start-up or a long-established corporation, conducting business on the Internet undoubtedly is part of the daily routine. The legal aspects of this global connector are considerable and in a state of continual evolution.

The Hodgson Russ E-Commerce Practice Group is a team of seasoned attorneys who provide counsel on virtually all legal aspects of electronic commerce and Internet law. We recommend preventative actions to help clients avoid contractual, advertising, and other business problems; inappropriate use of software and other technologies; and intellectual property disputes and other conflicts. If necessary, we are well prepared to litigate as required—always as a last resort.

When beginning a new client relationship, we listen in order to understand the business's goals, then perform legal audits to flag potential problem areas. Hodgson Russ attorneys frequently present seminars and workshops on e-commerce and Internet legal issues to keep clients apprised of developments and proposed legislation that may affect their businesses. In short, the Hodgson Russ e-commerce team will assist your business by providing a proactive strategy to prevent interruption of your online business.

E-business issues

• Nondisclosure agreements
• Work product assignment agreements
• Stock option plans and phantom stock agreements
• Securities issues
• Jurisdiction issues, such as where a Web site is doing business for the purposes of corporate law, and which states or countries can exercise jurisdiction over an electronic business

Web site hosting agreements

• Is there a mechanism for you to get possession of the code?
• What if the Web site goes down?
• Does the host provide for redundancy?
• What resources will be available to you?
• What migration assistance will be provided?

Web site development agreements

• Who will own the intellectual property rights to the Web site?
• What will the Web site look like? Who is responsible for the look of the Web site?
• Will there be access to the Web site during development?

Linking and co-branding

• Deep links
• Disclaimers regarding responsibility for content
• Acknowledgment of intellectual property rights
• Link prevention
• Links made without consent and infringement of intellectual property rights
• Application service provider (ASP) issues
• Internet connection issues

Online contracts

• Uniform Electronic Transactions Act
• Electronic Signatures in Global and National Commerce (E-Sign) Act
• Forum selection clauses
• Issues involving states or countries that will not enforce all provisions of an online contract
• Access agreements
• Purchase agreements

Trademark and service mark protection and infringement

• Identification of trademarks and service marks
• Trademark searches
• Trademark and service mark registration
• Avoiding infringement of common law and registered marks
• Evaluation of appropriate and inappropriate meta tag use

Copyright issues

• Ownership of the copyrightable content
• Software and ASP agreements and licenses
• Copyright registration
• Copyright infringement

Patent protection

• Utility patents
• Design patents
• Business method patents

Litigation

• Settlement negotiations
• Representation of businesses in any type of legal action (Internet use legal actions include disputes related to trademarks, copyrights, domain names, and trade secrets, among others; e-mail usage disputes include claims of sexual harassment, discrimination, negligent supervision,
  and privacy violations)

Advertising compliance

• Determination of primary geographic markets (states or countries)
• Determination of the types of goods or services to be advertised
• Determine through searches the appropriate action regarding advertising regulations in primary markets for the types of goods and services to be marketed
• Compliance with pertinent state, federal, and international regulations
• Disclaimers for regulation compliance and noncompliance

Internal issues

• Internet use policies
• E-mail use policies
• Software use policies
• Encryption software use and regulation
• Regulation of spam
• Privacy regulations

Software audits

• Representation of software users in connection with software audits conducted by software vendors and trade associations

Taxation

• Determination of state, federal, and international tax consequences of e-commerce activities, including sales tax and telecommunications tax implications
• Structure transactions to minimize tax implications
• Application of existing law including tax treaties to e-commerce transactions
• New tax laws and their expected effects on your business
• When will the Web site be completed? What tests will be run before acceptance?
• Who will maintain and update the Web site?

Domain name registration and maintenance issues

• Domain name availability
• Name registration
• Name changes, including transfers
• Issues related to URL vs. trademark

Domain name disputes and cybersquatting issues

• Uniform Domain Name Dispute Resolution Policy issues
• Arbitration before the World Intellectual Property Organization
• Anti-cybersquatting Consumer Protection Act compliance
• Traditional trademark and service mark infringement remedies

For more information, please contact:

Gary M. Schober
716.848.1289
gschober@hodgsonruss.com