Technology agreements look standard because they are written to look standard. Forty pages of someone else's terms, most of it boilerplate, with three or four clauses that decide everything.
We know which ones because we draft them and we litigate them. When a vendor tells you a term is non-negotiable, we can usually tell you whether that's true or whether it's just what they say first.
We represent both sides of these matters. Companies whose software failed them, and technology companies defending claims from customers who over-promised themselves into an unhappy rollout. Not every failed project is a breach, and knowing how those cases get defended makes us better at bringing them.
Partner Attention, Boutique Rates
You work with Levi Ainsworth or Shaya Gorkin directly. For a software company weighing whether a claim is worth pursuing, the cost of counsel is part of that math, and we will run it with you honestly before you spend anything.
We paid a developer to build it. Do we own the code?
Not necessarily. Without a written assignment, the developer often owns the copyright. "Work for hire" has a narrow legal meaning that doesn't cover most contractor arrangements, whatever the invoice says. This is the most expensive surprise we see, and it usually surfaces during a buyer's diligence, at the worst possible moment.
Our contract says arbitration in another state. Are we stuck?
Often, but not always. Clauses fail for improper formation, for falling outside their own scope, or because the forum and fee structure make pursuing a legitimate claim uneconomical. Worth evaluating before you assume, because it changes your entire strategy.
The vendor cut off our access. Can they do that?
Depends on the suspension provision and whether they followed it. Improper suspension can itself be a material breach, and in some cases supports emergency relief to restore access. Move quickly if this is happening.
The damages cap is tiny. Is a claim even worth it?
Sometimes yes. Caps frequently carve out gross negligence, willful misconduct, confidentiality breaches and IP indemnity. Claims sounding in fraud or misrepresentation may sit outside the contract entirely. Getting a claim into a carve-out is often worth more than the underlying facts.
Is our terms of service good enough?
If you copied it from another company, probably not. Terms have to match how your product actually works, how you actually bill, and what data you actually hold. Mismatched terms are worse than short ones, because they create obligations you didn't know you took on.
A customer wants us to sign their DPA. Should we?
Usually you'll sign something. The question is what it commits you to: breach notification windows, audit rights, subprocessor approval, deletion timelines, and where liability sits. These are negotiable more often than customers admit. Send it over before you sign.