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HEARSAY

that a human can understand (e.g.,

source code) and some are in a form

that only a computer can understand

(e.g., object code).

In creating the technology, there

are parts that provide a competitive

advantage and need to be protected,

and other parts that are generally

well-known in the industry. Some

parts are used to create the technol-

ogy, but never go into the product

that is distributed. Some parts go into

the product, but are nothing more

than basic instructions. When think-

ing about the parts, you need to keep

in mind what is actually distributed.

What parts do you really need from

the other side, and what parts do you

need to give? Why get more parts than

you need if getting them only makes

things more complicated? Why make a

set of rules to care for the parts when

you don’t need the parts to begin

with? By understanding what parts

you are getting, you are better posi-

tioned to understand what rules your

engineers can follow and what rules

make no sense at all.

While technology is becoming

increasingly complex, learning about

it has never been easier. Twenty years

ago, it would have been difficult to

find a book on an obscure area of

technology. Today, locating such

materials is relatively simple. Just go

to Amazon and enter a search term.

If you can’t find the book, try to

“Google” the term instead. It might

It might come as a shock to us, but

the most important people in a

technology company are not the

attorneys. The ones who develop

the technology are. Yes, a company

can lose it all if they fail to adequately

protect their intellectual property, but

without valuable underlying technol-

ogy, the rest isn’t important. We need

to keep this in mind when working on

deals involving complex technology.

In order to be a good service provider,

we need to have a firm understanding

of the technology that is the founda-

tion of our business. While it is vital

to be able to write a solid license

grant and indemnification provisions,

or artfully craft reps and warranties,

the ability to craft language in light of

a fundamental understanding of the

underlying technology can really set

in-house counsel apart.

Complex technology isn’t that

complex when you break it down

to the basics. Don’t let an engineer

scare you off by making everything

seem beyond comprehension. When

you get down to the basics, technol-

ogy is just the advanced study of

Lego-block theory. If an engineer

is trying to explain something that

you are not getting, just ask them to

give you the Lego-block description.

With technology, you’re either put-

ting blocks together or dealing with

a completed set of blocks. It’s all just

parts. Some parts are more important

than others — some are in a form

lead you to a trade organization,

which can provide you the materials.

While access to educational material

is synonymous with internet access,

actually reading the material is what

sets a good technology attorney apart.

At every technology company

I have worked for, there has been

at least one engineer with a bit of

teacher in him. They are excited when

you ask a question about technology,

and the more questions you ask them,

the more likely you are to find some-

one who likes to answer the ques-

tions. Keep these teachers as a close

resource. If they hold staff meetings,

ask to attend. Your engineers will

know that you care about the work

they are doing.

Learning your company’s technol-

ogy can benefit you and your company

because you will better understand

what is important and what is not.

If you are operating in a “big rule

checklist” type of environment, and

understand the technology, you are

better equipped to request approval

for deviation, and thereby, complete

the deal more quickly. You are also

less likely to fight for technology or

a clause that has no meaning to your

business model. You might even be

able to suggest a solution that benefits

the other side, while not impacting

your company, and achieve a conces-

sion in another area.

Finally, if you take an interest in

your company’s technology and actu-

ally learn what it is that makes your

company run, you might even find

that your engineers are actually glad

to see you. Now wouldn’t that be a

nice change?∑

Have a comment on this article? Visit

ACC’s blog at www.inhouseaccess.com/

articles/acc-docket.

How to Become a Good Technology AttorneyBY FRANK FLETCHER

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FRANK FLETCHER is general counsel for Nero AG headquartered in Karlsbad, Germany with subsidiaries in Hangzhou, China; Yokohama, Japan; and Glendale, Calif., where he usually can be found. Fletcher can be contacted at ffletcher@nero.com.