software licensing services

We were the litigation team for Mars, Inc., when it sued software giant Oracle Corporation in the course of a license audit—to date, Mars v. Oracle remains the only public filing by a licensee challenging Oracle’s deeply unpopular software licensing and  auditing practices. Since then, we have represented scores of licensees—from small  businesses to global enterprisesin their disputes with Oracle and increasingly other major software vendors. We have leveraged these years of recurring disputes to create a value proposition for our clients—our goal is to protect our clients’ interests in an unwavering fashion while avoiding costly and wasteful litigation.

Our decades of experience have not only given us the luxury of growing comfortable in litigation of nearly every type, it has also provided an opportunity to observe the ebb and flow of legal trends. And as long-time intellectual property attorneys, we were on the front lines as software licensing disputes began rising to fill the void that opened with the precipitous decline of patent litigation. For years now we have watched the emerging trend of software vendors—including but not  limited to Oracle Corporation—weaponizing software audits as revenue generation campaigns and launching competitor-on-competitor attacks.

Our Unique Practice Model
—the Value Proposition

SOFTWARE LICENSING/AUDITING DISPUTES MOVE QUICKLY

There is no time to wait for inexperienced counsel to familiarize themselves with  the controlling agreements or a licensor’s rapidly advancing audit script. Valuable  rights can be lost in an instant, often at or near the beginning of a dispute.

SOFTWARE LICENSING/AUDITING DISPUTES DO NOT EXIST IN A VACUUM

Licensing and auditing disputes play out in an ever-changing and unpredictable eco-system. Old technologies are constantly pitted against new, established vendors vie against start-ups, and industry titans leverage licensees in proxy wars against their  direct competitors. Awareness of these longitudinal trends can be an essential part  of understanding a licensor’s otherwise inscrutable motivations and can assist immeasurably in the effective resolution of disputes.

SOFTWARE LICENSING/AUDITING PATTERNS AND TRENDS ARE NOT EASILY DISCERNIBLE FROM PUBLICLY AVAILABLE INFORMATION

Every licensor has developed discernible patterns in the handling of licensing and auditing disputes. However, Oracle and other vendors typically cloak disputes in confidentiality agreements in order to prevent licensees from benefitting from the comparable experiences of others. Over the years we have cultivated an unmatched database that comprehensively chronicles the evolving auditing and licensing tactics used by Oracle and other software vendors.

SOFTWARE LICENSING/AUDITING DISPUTES DEMAND EXPERIENCED COUNSEL

Whether your dispute involves your company’s use of virtualization software, the application of evolving Java licensing terms, the fallout from inadvertently installed  software, licensee changes to manufacturing specifications (e.g., BIOS core disabling), the licensing impact of cloud computing, or any number of other potential licensing or auditing pitfalls, we can provide the crucial context for your issue and leverage our experience to help.

Our Services

ORACLE (AND OTHER) SOFTWARE AUDIT DEFENSE COUNSELING

For years, this has been the cornerstone of our software licensing practice. We have represented scores of licensees in contentious audits with Oracle and other  software vendors at every stage in the auditing process. Whether you retain us well  in advance of an anticipated audit, right as your audit kicks off, or to negotiate the terms of audit conclusion, our years of experience are  invaluable to helping your company successfully navigate the process.

ORACLE (AND OTHER) SOFTWARE DEPLOYMENT ANALYSIS AND LICENSE RECONCILIATION

We have helped scores of licensees untangle and reconcile decades’ worth of over-lapping license agreements in order to assist in software deployment analysis of any  scale. We have extensive experience in many difficult issues, such as reconciling  legacy agreements from acquired licensors and/or licensees, analyzing the impact  of changes in IT infrastructure, moving workloads to the cloud, decommissioning  servers and terminating technical service streams.

SOFTWARE LICENSE DUE DILIGENCE FOR CORPORATE TRANSACTIONS

Legacy software entitlements are both assets and potential liabilities. We are experienced in providing the software deployment analysis that is a component part of  the necessary due diligence for mergers and acquisitions.

SOFTWARE LICENSE SUPPORT FOR LITIGATION MATTERS

We have experience providing support for clients that have software licensing issues embedded in litigation matters.

CERTIFICATION AT CONCLUSION OF UNLIMITED
 LICENSE AGREEMENT (ULA)

Certain software vendors (Oracle in particular) are using the certification process at the conclusion of a ULA as an opportunity to conduct what are essentially  stealth audits. We have assisted many licensees safeguard their rights during the  certification process.

COUNSELING FOR ERP INSTALLATIONS AND RECOVERY
 FROM FAILED ERP INSTALLATIONS

Enterprise Resource Planning (ERP) software is becoming more ubiquitous, more  expensive and more customized. Accordingly, the opportunities for disasters are  multiplying. We have counseled many companies through front end negotiation of  the terms for ERP installations, protected their rights through the installation process itself, and, for installations that went awry, assisted in the recovery or offset of  lost costs (which can amount to hundreds of millions).

 CLOUD COUNSELING FOR SOFTWARE LICENSEES

As businesses move their workloads onto third-party cloud hosting services, the  resulting software licensing issues become increasingly complex. We provide counseling to navigate licensees through the move to the cloud, as well as other cloud  specific advice (such as negotiating the return of stored data at the conclusion of a cloud contract).

SOFTWARE LICENSE COUNSELING FOR CLOUD PROVIDERS

Conversely, we have assisted cloud providers in finding creative ways in which to  structure their cloud environments and/or agreements in order to best ensure their  licensee clients are not in violation of their software license agreements.

 “BEST PRACTICES” PRESENTATIONS

Distilling our years of experience, we are prepared to give fixed price “best practices” presentations to guide your employees through audits, installations, vendor interactions, etc.

Our Creative 
Fee Arrangements

We designed Beeman & Muchmore in order to take advantage of the efficiencies of the new economy. With no steep learning curves and no expensive Bay Area real estate to maintain, our clients pay for the services they receive, not an infrastructure they don’t need.

Accordingly, not only are we able to offer rates that are half of our BigLaw rates, we have the flexibility to enter into a wide variety of alternate fee arrangements.

FEE CAPS

Hourly billings capped at an agreed upon maximum for a given case,  project or service.

FIXED FEE MENUS

Set pricing provided on a variety of different services.

SUBSCRIPTION SERVICES

Unlimited services made available for a fixed monthly or yearly price.

PROGRESSIVE DISCOUNTS BASED ON VOLUME

Graduated volume discounts provided in order to incentivize clients to feel comfortable relying upon our services as much as necessary.

HOLDBACKS

Predetermined payment guaranteed to our firm with the balance  contingent on our success in achieving the desired outcome for you.

RISK COLLARS

Hourly billing arrangement that rewards efficiency, with a bonus provided to our firm if the work is completed under budget and a discount to you if the work goes over budget.

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