Business Transactions

IndUS Counsel provides general counsel services to established companies that have ongoing legal needs but do not want to invest in a full-time in-house legal department. We are experienced in providing transactional support across diverse practice areas and industries that enables us to effectively service these legal needs. As needed, we also tap into our network of legal professionals or other law firms for support in areas that are not currently serviced by IndUS Counsel, such as litigation, regulatory and tax matters. We coordinate these 'outside' support services such that we act as the sole point of contact for our clients and, as their outside general counsel, we directly coordinate with third-party professionals, in much the same way as in-house counsel handle legal needs of their business and ops teams. We also undertake contract drafting, review, negotiation and administration work for diverse industries, with contracts ranging in deal value from a few thousand dollars to multi-hundred million dollar global transactions. 

SERVICES

Corporate Governance

  • Board of Director meetings and representation
  • Shareholder issues and disputes
  • Conduct of Board and shareholder meetings, including preparing notices of meetings and minutes of meeting
  • Voting agreements and proxies
  • Corporate due diligence, corporate maintenance and corporate compliance

Employment

  • Executive offer letters and employment agreements
  • Independent contractor agreements
  • Employment handbooks, manuals and policies
  • Employee confidentiality and IP agreements
  • Temporary employee staffing agreements
  • Employee separation and severance issues
  • Contract breaches and remedies
  • Non-compete and non-solicitation issues
  • Intellectual property (IP) and invention assignments
  • Cross-border employment issues
  • Structure, set up and administer equity incentive plans & equity awards, including stock options, RSUs & SARs
  • Deferred compensation issues

Commercial Contracts

  • Advertising agreements
  • Collaboration, partnering and teaming agreements
  • Confidentiality and non-disclosure agreements
  • Consulting agreements
  • Click-wrap and shrink-wrap agreements
  • Design and development agreements
  • Distribution agreements
  • Franchise agreements
  • Foundry agreements and semiconductor issues
  • Manufacturing agreements, including OEMs
  • Reseller agreements, including VARs
  • Marketing campaigns, promotions and sweepstakes
  • Services agreements, including PSAs, MSAs & SOWs
  • E-commerce platforms and agreements
  • Procurement and vendor contracts
  • Sales and supply agreements

Privacy & Data Security

  • U.S. federal and California privacy and data security issues
  • International privacy and data security regimes, including E.U. and India issues
  • Privacy policies for websites and mobile apps
  • Employer access to employee social media accounts
  • Open source software licensing
  • Open source counseling
  • Open source software policy
  • BYOD and social media issues

Corporate Structuring

  • Set up of U.S. and international subsidiaries
  • Corporate reorganization and restructuring
  • Joint ventures and strategic alliances
  • Dissolution and winding up
  • Coordinate with outside counsel for reviewing and researching international corporate laws and issues and ensuring compliance with local laws

M&A

  • Asset acquisition versus stock acquisition
  • Merger structuring, including forward mergers, forward triangular mergers and reverse triangular mergers
  • Acquisitions of C-corporations versus S-corporations
  • Buy-side and sell-side issues
  • Exclusivity agreements
  • Earn-out considerations
  • Cross-border M&As
  • Sale of business and goodwill
  • IP and IT issues in M&A transactions
  • IP due diligence, strategizing and counseling
  • Labor, employment and immigration issues
  • Acquisitions of technology and other IP rights

Technology Transactions

  • End-user license agreements (EULAs)
  • Software evaluation and testing agreements
  • Software and technology licenses
  • Technology acquisition and transfer
  • University technology licenses
  • Content licenses
  • Copyright, patent and trademark licensing
  • Enterprise licenses
  • Software assignment and grant-back licenses
  • Source code escrow and escrow agreements
  • Cloud computing agreements
  • SaaS, PaaS and IaaS agreements
  • IT resources and communications systems policy
  • Internet domain names
  • Website development, hosting and linking agreements
  • Website terms of use and privacy policies

Franchising Contracts​

  • Buy-sell of franchise stores, including gas stations, restaurants, oil-change shops and retail stores
  • Review, risk-analysis and negotiation of franchise agreements
  • Negotiation of franchise store leases
  • Franchise joint ventures and set up of Corps and LLCs​
  • Due diligence, strategizing and closing of franchise transactions
  • Drafting and negotiating vendor and partner agreements