Services
Counsel for the business of technology
From formation and financing to strategic transactions, day-to-day agreements, and the evolving questions surrounding intellectual property, data, AI, and regulation, Naylor Technology Law provides practical counsel grounded in how your business actually operates.
startups & Emerging Companies
Building a company requires more than filing formation documents. Early decisions establish who owns and controls the business, how founders will work together, who owns the technology and intellectual property behind it, and how the company can hire, contract, raise capital, and pursue new opportunities. Addressing those questions deliberately gives the business a foundation that can support what its founders are actually trying to build.
The appropriate legal foundation depends on the company. A business preparing for institutional investment may need a different structure from one intended to grow through revenue, remain closely held, or pursue strategic partnerships. Advice is tailored to the company’s business model, plans, resources, and stage of development—not to a predetermined startup trajectory.
Establishing the Business
Naylor Technology Law helps founders choose and establish an appropriate entity, define ownership and governance, structure founder and equity arrangements, and secure the company’s rights in work created by founders, employees, contractors, and collaborators. The firm also helps put the agreements and policies in place that allow the company to begin operating responsibly—from customer and vendor contracts to employment, confidentiality, data, and product matters.
Counsel as the Company Develops
Legal needs change as the business develops. New hires, products, customers, technologies, markets, and sources of capital create questions that may not have existed at formation. Naylor Technology Law provides ongoing outside counsel to help companies identify what matters now, anticipate what may matter next, and address legal issues in the context of the broader business rather than as isolated tasks.
Experienced Counsel, Right-Sized
Clients work directly with experienced counsel who understands both the standards sophisticated counterparties and investors may expect and the practical constraints under which growing companies operate. The objective is not to burden an early-stage business with unnecessary legal infrastructure. It is to establish the ownership, protections, agreements, and decision-making framework the company needs while preserving room to adapt as its business takes shape.
Strategic Transactions & Funding
Significant transactions change more than a company’s balance sheet. An acquisition, sale, private financing, or strategic investment can alter ownership and control, add new capabilities, create new obligations, and affect how the business can operate and pursue future opportunities. Effective counsel requires an understanding of both the transaction being negotiated and the business the parties expect to have when it is complete.
Naylor Technology Law advises companies, founders, and investors as they evaluate and pursue consequential transactions. The firm helps clients identify their objectives, understand the practical implications of proposed structures and terms, and maintain focus on the issues that materially affect value, control, risk, and future flexibility. Support is tailored to the transaction and can begin before a term sheet or letter of intent is signed, when the parties still have the greatest ability to shape the deal.
Mergers, Acquisitions, and Strategic Transactions
M&A requires both disciplined execution and attention to what must happen after closing. For sellers, preparation may include confirming ownership of key assets, addressing gaps in corporate records and contracts, organizing diligence materials, and understanding which deal terms will determine the value and certainty of the eventual outcome. For buyers, the process requires identifying the assets and relationships that make the target valuable, evaluating the risks attached to them, and ensuring that the proposed structure supports the intended business plan.
Naylor Technology Law assists with acquisitions, sales, strategic investments, joint ventures, restructurings, and other transactions from early planning and diligence through negotiation, closing, and implementation. The firm brings particular depth to technology, intellectual property, data, privacy, cybersecurity, open-source software, and operational issues—including whether critical assets are owned, essential agreements will remain in effect, data can continue to be used, and the technology and services on which the business depends can be transferred or separated as contemplated.
Diligence, Transition, and Implementation
Diligence is not simply an exercise in identifying every theoretical concern. Its purpose is to determine which issues affect the value, feasibility, structure, or terms of the transaction—and what should be done about them. Naylor Technology Law helps clients conduct focused diligence, evaluate identified issues, and translate those findings into appropriate deal terms, closing conditions, remediation plans, and post-closing priorities.
The firm also advises on the work necessary to make the transaction operational, including intellectual property allocation and cross-licensing, technology transfers, transitional services, contract assignments and consents, systems separation, vendor and customer continuity, and post-closing remediation. Considering those issues before closing can prevent an agreement that works economically on paper but fails to account for how the businesses will actually separate, combine, or continue operating.
Private Financing and Strategic Investment
The amount of capital raised is only one part of a financing. The instrument used and the rights granted in return can affect dilution, governance, decision-making authority, future fundraising, and the company’s ability to pursue other opportunities. Founders and investors should understand those consequences before the transaction establishes expectations that are difficult or expensive to change.
Naylor Technology Law supports companies and investors in private financings and strategic investments, including early-stage instruments, term sheets, investment documents, governance arrangements, diligence, and closing. The firm helps clients understand what proposed terms mean for the business, distinguish material concerns from ordinary deal mechanics, and align the legal structure with the purpose of the investment. When securities, tax, employee-benefits, or other specialized advice is required, Naylor Technology Law coordinates with appropriate counsel so that those disciplines are addressed as part of a coherent transaction strategy.
Counsel That Extends Beyond Closing
Closing completes the transaction documents, but it does not complete the transaction’s effect on the business. Investments create continuing governance and information obligations. Acquisitions require integration or separation. Strategic arrangements establish relationships that must function over time.
Naylor Technology Law remains focused on those downstream consequences throughout the deal and can continue supporting clients as they implement the arrangements negotiated at closing. The objective is not simply to reach signature or move funds. It is to help put a transaction in place that advances the client’s objectives and can be carried out successfully in practice.
TECHNOLOGY & COMMERCIAL AGREEMENTS
Technology and commercial agreements do more than allocate legal rights and remedies. They establish how the parties will work together, what each side is expected to deliver, how technology, intellectual property, and data may be used, and what happens when performance, priorities, or circumstances change. Those terms affect not only legal exposure, but the practical success of the relationship.
Naylor Technology Law helps clients put agreements in place that balance meaningful protection with the productive business relationships critical to their success. Each matter begins with the client’s objectives, operating realities, and negotiating position. The goal is to identify the terms that genuinely matter, resolve issues without unnecessary friction, and establish an agreement that supports the business rather than becoming an obstacle to it.
Technology Development, Licensing & Deployment
Businesses encounter technology from different positions: as developers, providers, customers, licensors, licensees, collaborators, and investors. The appropriate agreement depends on what the technology does, how it will be delivered and supported, which party controls it, and what each party expects to be able to do with it.
Naylor Technology Law advises on software and cloud services, enterprise implementations, technology development, APIs and integrations, hosting and outsourcing, professional and managed services, and inbound and outbound licensing. The firm also counsels clients on agreements involving research and development, sponsored research, technology transfer, laboratory services, materials transfer, joint development, and commercialization. Particular attention is given to ownership, use rights, performance standards, dependencies, change management, security, continuity, and the client’s ability to transition if the relationship ends.
Commercial Operations & Strategic Relationships
The agreements supporting ordinary business operations can be just as consequential as a company’s largest technology transaction. Customer and vendor arrangements, manufacturing and supply agreements, distribution and logistics relationships, strategic collaborations, marketing arrangements, and other operational contracts establish the economic and practical rules under which the business functions.
Naylor Technology Law helps clients structure those relationships around the way the business actually operates. That means understanding the commercial objective, the parties’ respective responsibilities and leverage, the operational consequences of delay or failure, and which protections are necessary to preserve value without undermining a relationship the client wants to succeed.
Contracting Support That Fits the Business
Some clients need support with a single complex transaction. Others need continuing assistance with customer negotiations, vendor procurement, contract backlogs, or periods of rapid growth. In-house legal teams may need specialized technology counsel or additional capacity, while companies without internal counsel may need an experienced advisor who can work directly with business, technical, procurement, security, and operational stakeholders.
Naylor Technology Law can support individual transactions or help improve the broader contracting function through templates, playbooks, fallback positions, intake and approval processes, and practical guidance for recurring negotiations. The objective is not simply to complete more contracts. It is to help the business contract consistently, make informed tradeoffs, and direct legal attention to the matters that warrant it.
IP, Data & Regulatory Counsel
Technology creates value only if a business has the rights, information, and legal foundation necessary to develop, use, protect, and commercialize it. Questions of intellectual property ownership, data rights, privacy, security, artificial intelligence, and regulatory compliance therefore cannot always be separated from product design or business strategy. Decisions made in one area often determine what remains possible in another.
Naylor Technology Law advises clients at those intersections. The firm helps businesses understand what they own and control, what rights they need from others, how information and technology may be used, and where legal or regulatory obligations affect development and deployment. Advice is calibrated to the company’s products, industry, stage, and actual risk—not imposed as a generic compliance exercise.
Intellectual Property Ownership & Commercialization
Intellectual property issues begin long before a dispute or registration filing. A company must establish ownership of work created by founders, employees, contractors, research partners, and collaborators; understand the limits of third-party materials and open-source software; and preserve the rights it will need to operate, license, finance, partner, and grow.
Naylor Technology Law advises on intellectual property ownership and assignment, licensing and commercialization, trade secrets and confidentiality, open-source software, trademarks and brand protection, content and marketing rights, and the allocation of intellectual property in collaborations and strategic transactions. Where patent prosecution or other specialized representation is required, the firm works with appropriate counsel while helping the client maintain a coordinated intellectual property strategy.
Data, Privacy, Security & AI Governance
Data may be a business asset, an operational necessity, a source of contractual obligations, and a regulated responsibility at the same time. Companies need to understand where information comes from, the purposes for which it may be used, with whom it may be shared, how it must be protected, and what commitments have been made to customers, users, vendors, and other stakeholders.
Naylor Technology Law counsels clients on data rights and governance, privacy and security issues, data sharing and processing, cross-border transfers, information governance, and incident-related contractual considerations. The firm also advises on artificial intelligence, including training-data and model-use rights, ownership and permitted use of inputs and outputs, vendor and customer terms, internal policies, responsible deployment, and governance structures responsive to evolving legal expectations.
Products, Business Models & Regulatory Strategy
Regulatory questions often arise from how a company brings its product to market, reaches customers, organizes commercial relationships, or operates within a regulated industry. Addressing those questions early can influence product design, contracting strategy, disclosures, internal processes, and the feasibility of a proposed business model.
Naylor Technology Law helps clients assess regulatory considerations affecting technology-enabled products and services, life-sciences and healthcare activities, advertising and marketing, public-sector programs, government-contractor relationships, and other regulated commercial environments. The firm also brings experience with franchising, licensing, distribution, and other networked business models, including brand protection, relationship structure, system standards, regulatory obligations, and change within an established commercial network.
When a matter requires specialized regulatory, patent, employment, tax, or litigation counsel, Naylor Technology Law works with appropriate advisors while maintaining focus on how the issue affects the client’s technology, transactions, operations, and broader objectives.
What’s Next?
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