It is impossible to ignore the dramatic change to modern business that has been brought about by the widespread availability of high-performance computing power and the communications revolution embodied in the Internet. A point missed by many participants and onlookers is that the laws that govern these businesses has had to change just as rapidly as the technology itself.

How do you protect against theft when an infinite number of digitally perfect copies of a piece of software or information property can be instantly created and disseminated across the globe? What does domicile or location mean for a business that uses a ubiquitously present Web site to interact with its customers, vendors, employees and officers? What state or nation's laws affect a transaction where a U.S. customer buys a product from a British company by accessing a server based in Mexico? These are not merely theoretical issues debated in the halls of businesses or law schools. They are issues that must be addressed every day by companies operating in a world where competition and productivity rely on the most modern computing and communications technologies.

Baker Botts lawyers combine experience in technology, business and law to lead clients through the maze that results from the intersection of traditional legal principles and modern technology.

Many of our Internet and new media clients are start-up e-commerce ventures or software developers formed around novel applications of the Internet. Clients in more traditional industries are implementing strategies to take advantage of the unique growth opportunities presented by the emergence of the Internet as a commercial medium. Across all of our departments, we are aggressively addressing the impact of the Internet on our clients' businesses. 

Our lawyers have in-depth experience in corporate transactional and intellectual property matters, and lawyers from the corporate and IP department work hand in hand to offer a seamless integration of services for Internet companies. These strengths, supported by our experience in antitrust, tax, employee benefits and international law, allow us to offer comprehensive legal solutions to our clients. 

Our lawyers have counseled e-businesses on structuring and financing issues, and we have helped clients in traditional industries add e-commerce components to their businesses. The issues we have addressed for these clients include electronic contracting, software development and license agreements, rights in data, consumer privacy, secure transaction processing, digital signatures, encryption and export control, domain name issues, linking and framing, tort liability for online content, e-mail-related issues, criminal liability and jurisdictional issues. We have dealt with these issues in both the domestic and international contexts.

We are actively involved in the business-to-business arena, where we represent a number of industry e-marketplaces and participants in those marketplaces. Our broad range of experience enables us to advise our B2B clients from the planning stages to launch and beyond. We are actively involved in the securities, financial, tax and antitrust implications of the structure of the marketplace and the establishment and protection of domain names, trademarks and business processes. We counsel clients on the various regulations that will be applicable to their companies, including the integration of the particular industry's regulatory framework with that of the Internet. After the initial structuring of the business, we provide assistance in establishing arrangements with the providers of the technology that will support the marketplace, including technology licensing agreements, Web development and hosting agreements, and arrangements with financial service providers. We help to formulate and document the terms of participation in the marketplace, both on the buyer and the supplier side. We may also advise on matters such as arrangements between the marketplace and participants to enhance the level of service provided by the marketplace, including joint technology or software development.

Lawyers in our Intellectual Property department hold engineering or science degrees and many have a thorough understanding of the technological and legal problems arising from the Internet. Baker Botts lawyers are adept at investigating and licensing patents relating to the Internet, including many novel e-commerce applications, business processes and software applications. Our lawyers are also experienced in negotiating agreements relating to e-commerce products and services, including licenses, technology acquisition agreements and development agreements. In addition, they are skilled in performing patentability and right-to-use investigations regarding Internet-related inventions, including business methods, software and encryption technology and in the preparation of patent applications covering these innovations. Our IP lawyers are also well versed in the unique trademark and other issues that revolve around Web sites and domain names, including DMCA and UDRP proceedings.

Baker Botts' antitrust practice addresses the competitive implications of cooperation among industry participants to develop or do business in electronic markets. Key issues that arise relate to information exchanges among horizontal competitors, exclusion and overinclusion of industry buyers and sellers, exercise of market power in joint buying and standard setting. In the formation of new ventures, it may be necessary to provide pretransaction notification to antitrust enforcement authorities in the U.S. and  elsewhere. Doing business in high-tech and Internet industries also often requires that clients consider competitive questions in intellectual property licensing, sharing technology with competitors and customers and bundling.

Listed below is a sample of the services provided by Baker Botts lawyers related to Internet and e-commerce matters:

Corporate: Internet and E-Commerce

• Corporate structuring, including equity, debt, tax and antitrust
• Agreements relating to incorporation, financing and operation of Internet companies
• Subscription agreements
• Private placement memoranda
• Sequential venture capital financings
• Initial public offerings and merger advice
• Stockholder agreements
• General corporate advice
• Broad-based commercial and Internet-specific distribution agreements
• Web site development and hosting agreements
• Linking, sponsorship, supply, marketing and other affiliation agreements
• New media joint ventures between telecommunications carriers, content providers, software developers and financiers, including term sheets, distribution agreements, contribution agreements and brand licensing agreements
• Licenses
• Employment agreements and management equity participation arrangements
• Confidentiality and noncompetition agreements
• Advice on consumer privacy
• Strategic alliances involving Internet companies  

Intellectual Property: Internet and E-Commerce

• Prelaunch review of Web site content for compliance with new Internet regulations including online advertising and marketing, E-commerce financial service rules, Online security issues, Foreign currency and export controls, Electronic contracting rules
• Patenting of software with specific Internet applications, including e-commerce, encryption software and telecommunications
• Patenting of Internet business model applications
• Patent infringement actions with regard to Secured Electronic Transactions (SET)
• Trademark and software licensing agreements
• Licensing agreements for SET participants in patent-free zones
• Advice regarding the Digital Millennium Copyright Act
• Clearance and registration of service marks covering Internet services
• Clearance and registration of domain names, and dispute resolution and litigation involving domain names
• Litigation and negotiations to stop the use of infringing Web site content
• Issues relating to banner advertisements, meta tags, linking and framing
• Jurisdictional issues