TECHNOLOGY & INFORMATION GROUP

15 Atholl Crescent Edinburgh EH3 8HAT 0131 228 3777 F 0131 228 3878

2 Blythswood Square Glasgow G2 4ADT 0141 248 4672 F 0141 221 9270

"Brodies" is a registered trade markwww.brodies.co.uk

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Our world

Technology is constantlyrevolutionising many aspects of our world. The effects are felt in both our personal and businesslives and bring challenges as well as opportunities.

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Convergence in areas such as voice over IP telephony are increasinglybeing used to drive out costs and increase profitability. On the otherhand, technology brings new risks to business – fraudulent internet“phishing” sites, workplace e-mail and internet misuse as well as anincreased vulnerability to IT failure, to name a few.

There is an increasing awareness that most businesses createintellectual property (IP) of some sort which may be valuable as anasset in its own right. It may be critical to being able to carry onoperations or giving competitive edge. Organisations need to makesure that they own or have the appropriate rights to use and exploitthis IP and can protect it if it is threatened.

Technology enables vast quantities of information to be stored, usedand transferred across borders quickly and inexpensively. This has ledto particular concerns surrounding privacy rights, but other issueshave emerged in terms of data retention and security and, in a publicsector context, freedom of information. Cost effective compliance withan increasing raft of complicated regulatory controls presents a majorchallenge in itself.

To be able to operate successfully in these changing environments youneed first rate lawyers who can help you embrace the opportunitieswhilst managing the challenges and risk. This is where we come in.

“There is an increasingawareness that most businessescreate intellectual property (IP)of some sort which may bevaluable as an asset in its ownright. It may be critical to beingable to carry on operations orgiving competitive edge.”

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Our approach

A pragmatic and commercial approach is the hallmark of ourpractice. Furthermore, we understand that building strong long-termrelationships with our clients is essential to providing them with the best advice. Such relationships are built at a personal level and the service we provide is both accessible and supportive. More importantly, our clients enjoy working with us and we hope you will too.

Our practice

Brodies’ Technology and Information Group works with clients toaddress the challenges that technology, IP and the use of informationbring. Furthermore, we help our clients to achieve their objectives interms of driving out commercial value, reducing costs, protectingthemselves or simply complying with their legal obligations.

We have a particularly strong track record of working in the financialservices, transport, energy and public sectors. At its core, our teamcontains specialists in technology, IP and information law. We workclosely with other experts in related practice areas to provide aseamless integrated service that can handle all of our clients’requirements.

So whether you are:

• about to embark on an important IT procurement exercise and want to maximise the benefits that it will bring in terms of costsavings or added value

• a technology company looking for funding

• contemplating an IT or business process outsourcing which involves delicate employment issues or other significant risks to your organisation

• involved in exploiting IP or prosecuting or defending IP claims

• looking for advice on how to handle complicated data protection or freedom of information issues

– we can deliver solutions to fit your business needs

“building strong long-termrelationships with ourclients is essential”

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> E-commerce and internetThis is, perhaps, the area which has been fastest moving, not onlyin terms of technology but also in terms of the law. Many of thechallenges facing those engaged in e-commerce activities comefrom the very nature of the internet itself. There are no geographicallimitations. This presents particular difficulties for law-makerssince there is no set of worldwide legal rules. We provide advice on online terms of trading, website design, legal compliance issues,such as disability discrimination, as well as on issues connected tocombating online fraud through the use of “phishing” and similarschemes. In addition, our data protection expertise allows us toadvise clients on web privacy issues so that they are able to use the information that they collect online from users of their sites.

> LitigationHowever hard you try to avoid it, it's inevitable that commercialdisputes will arise from time to time and this is as true in thetechnology sector as in any other. Differences of opinion mayemerge in interpreting contracts for provision of IT products or services or in relation to ownership and use of information orsoftware. Our aim is always to try to ensure that such disputes areresolved as quickly and painlessly as possible and in a way whichenables you to preserve your commercial relationship, protect yourreputation and minimise your legal costs. Occasionally, court actionwill be unavoidable and if so you can be confident that you haveaccess to a first rate commercial litigation team. We will supportyou throughout the court process, explaining and advising you onyour prospects of success, timescales and expense and we can movequickly to protect your interests, by obtaining interim interdicts(injunctions), for example, if required.

Our services / Technology

> ProcurementTechnology procurement work can vary tremendously, from thedevelopment of standard supplier terms of purchase through to the development of complex tender and bespoke contractualdocumentation for use in larger procurement projects. From acustomer perspective, it is important to maximise the value out ofthe procurement process and that frequently involves putting inplace a strategy which focuses not only on immediate, but alsolonger term, needs. For customers in the public sector, the publicprocurement rules are likely to be applicable although there areother options for simpler procurements to be carried through using“catalogue” procurement models such as OGC S-Cat and G-Cat.From simple procurements through to more complex ongoingframework arrangements, we can give you the support you need toensure that you maximise the benefits of your bargaining position.

> OutsourcingOutsourcing can be a very successful way of transforming IT service provision within an organisation, driving down costs and allowing the organisation to concentrate on its core operations without the distraction of having to manage theoutsourced services. Organisations can outsource the whole of their IT operations, or the outsource can be restricted to specificfunctions e.g. desktop services, network solutions, helpdesk etc.Many organisations now outsource particular non-core businessprocesses such as back office functions, in what is commonlyknown as business process outsourcing. We have advised on a wide range of outsourcing transactions, acting for both customerand supplier, including dealing with the complex employment issues that often arise. You can rely on us to support youthroughout the negotiations to ensure that the outsourcingarrangements properly protect your interests and for ongoingadvice during the life of the outsource.

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Information

> Privacy and freedom of informationAll organisations holding information about individuals have beensubject for some time now to the provisions of the Data ProtectionAct 1998, which gives individuals a general right to gain access to the information that is held about them. More recently, a widerright of access to information held by public authorities has beenconferred under the UK Freedom of Information Act and itsScottish counterpart. This is an area which is developing rapidlyand it is clear that more, rather than less, regulation will be theorder of the day in future. Information is an increasingly valuableasset and it is becoming more and more important for organisationsto put in place compliance strategies that ensure that they knowwhat information they hold, what they can and cannot do with itand how long they should hold it for. We have advised on all ofthese issues for a number of major public and private sector clientsand have helped them to develop information managementstrategies that take some of the pain out of compliance.

> ConfidentialityOf course, it is not all about regulation. For many businessesinformation is one of the most important assets they own. Whether it is details of an invention, manufacturing know-how,financial details, customer lists or other trade secrets, you want to keep it confidential and away from prying eyes. Unfortunately,e-mail, computer disks and other memory storage devices make it easier than ever for someone to walk off with your valuableinformation and that’s without even considering the risk ofhackers. Most leakage of confidential information comes from theinside and it is important that if it happens you act quickly to seekappropriate interdict relief from the courts. We have many yearsexperience in helping our clients to protect confidential informationwhich has been leaked using interdict and dawn raids. We alsoregularly work with colleagues in other jurisdictions as part ofcross-border litigations.

Intellectual Property

> Protection and exploitationOrganisations now understand that some of their most valuableassets consist of intellectual property rights – the rights to theirbrands, their research and development work, their customerdatabases, the patents to their products and even the know-how in their manufacture. We offer practical advice on creation andprotection strategies, collaboration agreements, employee andcontractor issues and how to exploit intellectual property rightsthrough licensing, manufacturing and sale arrangements.

> FranchisingFranchising, as a business model, is an extremely popular andsuccessful way for business brands to be rolled out quickly andrelatively inexpensively. At its core, franchising allows franchiseesto operate their own businesses using the brand of the franchisorunder tight controls and subject to a revenue sharing arrangement.We are also experienced in advising clients wishing to take onfranchises, advising clients looking to expand their businessthrough a chain of franchises and advising clients in disputesconcerning franchise arrangements. We have advised franchisorsstarting out in Scotland and English based franchisors coming intoScotland for the first time. We have particular experience in thetransport sector having advised on the franchising of the Scottishrail network since the mid 1990s.

> LitigationAs with technology litigation, if you become involved in an IPdispute, it is good to know that you can call on one of Scotland’sstrongest litigation teams. Scotland has its own court system andthe Court of Session has its own specialised intellectual propertycause procedure. We are experienced in handling IP litigation in Scotland and in working with lawyers in other counties to co-ordinate cross-jurisdictional IP litigation. Our clients rangefrom the truly global to local Scottish businesses and individuals.

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Our firm

Clients of our Technology & Information Group can also benefit fromthe wider resources and capability at Brodies LLP. Our team workshand in hand with expert lawyers in other areas including tax, M&A,corporate finance, banking and general employment as and whenrequired to best service the needs of our clients.

Managing Risk

High profile media cases involving internet security breaches, denial of service attacks, workplace sackings for accessing inappropriatematerial from the internet and the like, highlight the risks that manyorganisations and businesses run every day from internal and externalsources. However, the risks can be more subtle. Under-licensing ofsoftware, unintentional creation of contracts over the web or by e-mail, data protection breaches and liability for online content allpresent their own risks and challenges. We can help you cope byproviding plain English advice to identify the legal risks you face. We can assess and evaluate the likely impact on your business ororganisation and give recommendations as to how to eliminate or reduce these risks to an acceptable level.

Increasingly, businesses and organisations are recognising that one of the best ways to manage these risks is through the education and training of their employees. We regularly provide training forclient employees in both the public and private sectors on areas oftechnology and intellectual property risk. Our training is tailored toclient requirements and can be interactive if preferred. You can beconfident that it will be relevant and deliver the message you want.

“…also benefit from the wider resources andcapability at Brodies LLP”

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www.brodies.co.uk

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