Practice Areas
Marshall & White is known for its practice in the areas of federal, state, and local procurement, as well as contract, compliance and international law. With over 30 year of combined experience, our staff has represented businesses from small start-ups to Fortune 500 companies, both domestically and internationally. Marshall & White is especially qualified to serve your needs and interests in the following areas:
Government Contracting and Compliance
Marshall & White specializes in the practice of federal, state, and local procurement, administrative and contract law. We understand the statutes and regulations that govern all levels of public procurement. We also understand how the procurement system operates in the real world — that is, how government officials, program managers and procurement professionals at all levels understand and enforce government requirements. M&W offers an array of services and approaches to help clients efficiently safeguard their federal businesses while dramatically reducing outside counsel spend.
Our clients include computer network, storage, chipset and peripheral hardware manufacturers; enterprise and utility software developers and publishers; open source software providers; web service providers; specialty engineering services firms; information technology service providers; military weapons and computer systems integrators; and dealers/distributors of high technology products.Marshall & White also represents construction management service providers, consultation services firms, training providers, and office equipment manufacturers.
Our attorneys help clients understand, respond to, and where necessary litigate issues and disputes arising in negotiated solicitations. Our staff is knowledgeable and able to assist clients regarding the Service Contract Act; the Buy American Act; the Trade Agreements Act; and the Freedom of Information Act.
We assist our clients with government contracting matters including:• Protests and claims• Change orders and amendments• GSA Schedule contracting• Prime contract negotiation• FSIs, MPAs and subcontract negotiations• Small business programs and set asides• JV requirements and teaming strategies• Patent, software and data rights requirements under federal law• Cost reimbursement contracts and CAS accounting• Contract audits• Suspension and debarment events
In the compliance space, Marshall & White counsels clients with regard to the complex requirements of government ethical mandates including:• Procurement Integrity requirements• Truth in Negotiating (including cost / pricing disclosures)• Restrictions on lobbying and political contributions• Avoiding conflicts of interests• Employment of former government employees
Corporate Law and Commercial Transactions
M&W’s Corporate and Transactional Department provides comprehensive services for both publicly and closely held businesses in manufacturing, service and other industries. We represent clients looking to start a business and established companies looking to grow both domestically and internationally. Our corporate practice includes corporate formation and planning, preparation of proxy materials and corporate governance advice. We also assist companies with mergers and acquisitions, including associated due diligence, subsidiary formation and management, the transfer of assets (including IP) across affiliated entities, and corporate exit strategies.
Our attorneys have expertise with commercial transactions such as master purchase and services agreements, joint ventures and other partnering arrangements, distribution and reseller agreements, stock option plans, and standard contract review and negotiation. Unlike other firms, we also provide expertise with technology related transactions including software and systems licensing,; IT and network outsourcing arrangements, service level agreements and cloud services agreements. We understand the unique challenges for small to mid-size businesses, including the need to grow their business, scale up their infrastructure and business lines, expand their presence, and evolve their operations while mitigating risk. M&W provides tailored, business-centric advice that companies in emerging and growth sectors require.
In addition to the above, M&W also assists our clients with:
• Confidentiality agreements
• Employment agreements and policies
• Loans and secured financing
• Leases and bailment arrangements
• Shareholder agreements
• Compensation plans (including ESOPs, RSUs and SARs)
Intellectual Property and Technology Transactions
M&W attorneys assist clients with the protection and commercialization of their intellectual property assets, including complex technology transactions. We negotiate and draft intellectual property licenses and transfers; provide guidance on IP structures, and evaluate IP portfolios in connection with mergers and acquisitions. We also handle agreements related to the development, testing, manufacture and sale of IP products and services.
Few attorneys understand IP issues both in the commercial and government space. With this expertise, M&W attorneys are able to navigate our clients through complex transactions in which commercial technologies and preexisting IP are introduced into government programs.. Our attorneys regularly assist clients working with cloud service providers, including hosting, management and cross-licensing issues related to deployment of technologies on the cloud. Our attorneys assist clients with the utilization of open source software (OSS), including proper licensing and distribution, and the introduction of OSS into proprietary software platforms and stacks, hardware, data centers, and other solutions.
M&W attorneys regularly lecture on legal and regulatory issues arising with respect to Artificial Intelligence (AI), technology deployment and the evolving government regimes of software and data rights.
Our attorneys have extensive experience assisting clients across a wide variety of industries in connection with IT sourcing transactions. We work hard to understand our clients’ business priorities, corporate structure and culture, internal capabilities, and the overarching IT strategic plan or initiative.
M&W provides guidance on the full spectrum of IP and IT agreements including:
• Joint ventures and strategic alliances
• Research, development, and cooperation agreements
• Software, Software as a Service, cloud service, and other IT service agreements
• Consulting agreements
• e-Commerce agreements
• Service and supply agreements
• University research agreements
Lastly, our attorneys advise clients on both national and cross-border IP protection and enforcement strategies. We handle IP disputes related to trademarks, copyrights, the production of data, derivative works, and the proper use of trade secrets and other classes of protected information.
Privacy, Security and Data Governance
M&W attorneys work closely with our clients to devise programs and compliance policies to address the protection of data. We counsel technology and business leaders in connection with the development and use of emerging technology platformsin the defense, manufacturing and health industries.. M&W has a robust network of outside legislative and public policy specialists that we leverage to ensure our clients are informed of and can appropriately anticipate and respond to developments in privacy legislation and regulation.
M&W counsels clients on the protection of:
• Consumer data including machine-readable and log file data
• Sensitive Government data, both on the cloud and via hosted-provider platforms
We also assist in drafting online privacy policies and terms of use, and complying with laws such as the California Online Privacy Protection Act, as well as international laws for global-facing websites and online applications.
In the healthcare space, we advise clients on medical data, privacy, and security requirements, including under the Health Insurance Portability and Accountability Act (HIPAA), the federal Human Subjects Protection Regulations, and state law governing healthcare and technology providers.
In the data security space, we assist clients with the development of cybersecurity protections, security incident plans, responses to data breaches and, where necessary, litigation support. For those clients involved in national security-related activities, we assist in matters involving cyber operations, security clearances, and the corresponding security functions of U.S. agencies.
Finally, M&W assists clients with the handling of sensitive data in the context of corporate acquisitions. We help clients:
• Assess privacy and security data risks of the target company
• Identify any restrictions on the access, use or disclosure of certain data types
• Determine what rights our clients will have in the data after closing
• Evaluate the privacy and security impact of the target company’s sales models
International Law and Trade
Global commerce and government regulation have a dynamic impact on companies involved in the international trade of goods and services. Changing market conditions and legislative priorities affect customs laws, exchange controls and corporate investment. This includes revisions to trade agreements and tariff policies which impact product sourcing and distribution. Our attorneys help our clients navigate the risks associated with this increasingly complex web of regulation.
M&W has an extensive knowledge of international laws and we use that experience in our dealings with businesses that want to expand their operations overseas. We also represent foreign companies that are looking to do business in the United States. Our attorneys strive to offer both legal support and insights, in order to help each client develop sustainable, long-term strategies for the expansion and scalability of its global business.
Our attorneys counsel clients on the impact of both domestic and foreign compliance requirements on areas such as:
• Business registration and certification
• The identification of trusted partners and intermediaries
• Product approval and certification requirements
• The development of compliance handbooks, and best practices guides.
Our professionals have significant experience helping foreign and domestic companies comply with U.S. Customs and U.S. agency regulations concerning the importation of products into the U.S. This includes issues of commodity jurisdiction and dual use under the Export Administration Regulations (EAR) as well as DDTC licenses and approvals for products subject to the International Traffic in Arms Regulations (ITAR).
Finally, we assist clients with:
• Supply chain risk management (SCRM) assessments and the establishment of global SCRM policies
• Component sourcing and production strategies
• Human resource concerns involving employee transfers and global benefits policies
• Cross-border intellectual property transfers and in-nation deployment and protection of IP