Author Archives: John DiGiacomo

Software-as-a-service (“SaaS”) is, of course, very different from software-as-a-product. The latter is downloaded or comes on a disk in a box, comes with a licensing agreement, mostly involves a one-time payment, and is installed and hosted on the users’ networks and computers. SaaS, on the other hand, is a web-hosted software solution offered on a […]

With an Asset Purchase Agreement (“APA”) that involves substantial inventory being sold, provisions in the APA related to that inventory are crucial. The sale of an Amazon FBA business is generally an asset purchase type of agreement since a larger percentage of the value of Amazon FBA businesses is tied into their inventory and IP […]

E-commerce businesses must comply with advertising laws and regulations in the same manner as non-e-commerce businesses. The general rule with respect to advertising is that all advertising must be truthful and non-misleading. The rules and regulations apply to all forms of advertising, including types of “advertising” that might not fit the traditional definition. Thus, government […]

For senior-level employees, phantom stock agreements have many of the same benefits as standard stock compensation agreements/plans except without the eventual right to vote the “shares” and loss of capital gains tax treatment on some income in some circumstances. For corporate entities, the benefits are also similar, but without having to dilute voting rights among […]

If you own a closely held business, the owners/partners will greatly benefit from entering into what is typically called a “Buy-Sell Agreement.” The basic idea is to ensure that ownership shares/units are not sold to third parties without the agreement of the owners. Likewise, the agreement ensures that the shares/units of any departing owner are […]

Website cloning can be a major problem for website operators. Cloning is usually defined as the duplication of an entire website (or significant portions) for criminal or other nefarious purposes. For example, a cybercriminal can clone a bank website, hoping to lure unsuspecting bank customers to the fake website in order to steal usernames and […]

When a business sells substantially all of its assets, the Asset Purchase Agreement will contain a section containing representations (“rep” for short) and warranties. These are generally styled as statements of fact concerning various important aspects of the assets and the transaction. Generally, the seller provides the majority of reps and warranties (although the buyer […]

In May 2023, Tennessee enacted a consumer data/information protection statute called the Tennessee Information Protection Act (“TIPA”). See here for the text of the Act. In other articles, the consumer privacy and compliance lawyers here at Revision Legal have offered discussions of various aspects of the TIPA. In this article, we focus on the “NIST […]

In May 2023, Tennessee enacted a consumer data/information protection statute called the Tennessee Information Protection Act (“TIPA”). See here. In this article, the consumer privacy and compliance lawyers here at Revision Legal briefly survey the obligations imposed by the TIPA on businesses collecting and processing data related to Tennessee consumers. The focus of the TIPA […]

In the U.S., at the federal level, the Lanham Act is the main statute that governs trademark rights. Among the most important trademark rights that are protected is the right to exclusive use. That is, the Lanham Act prohibits infringement of a valid trademark by others. There has long been a legal debate about the […]