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Nora E. Garrote

Partner

Nora Garrote chairs the Intellectual Property Transactions practice group and is a member of the Technology Transactions and Outsourcing group. She focuses her practice on technology and intellectual property transactions and counseling, internet and new media law, technology transfers, and entertainment. She has counseled clients in a variety of sourcing engagements including those involving business process outsourcing and information technology solutions. She co-leads the Technology Transactions and Outsourcing group in Washington, DC, and provides to clients full service counseling and transactional support on all matters involving technology sourcing and exploitation, intellectual property, media and ecommerce.

Ms. Garrote offers clients a combination of in-depth business law, technology, intellectual property and commercial transactions knowledge that leads to practical and creative solutions to the client's needs regarding procurement, use, exploitation and disposition of technology and other intangible assets. With over 30 years of experience and deep familiarity with the whole range of established and evolving technologies, she assists companies with the full spectrum of technology and intellectual property issues and contracting matters.

Counseling on intellectual property issues impacting the client's business is an active component of Ms. Garrote's day-to-day practice. She also routinely supports M&A transactions where technology assets, technology contracts, data or IP are an important asset or create material deal risks. Similarly, she counsels clients on contractual business continuity, security and data privacy issues that inevitably arise from the use, sourcing and licensing of many technologies today.

Types of transactions include licensing, development, procurement, integration, implementation and support of software and computing devices; outsourcing, "software as a service," cloud computing, hosting and managed services transactions; data and content licensing agreements; joint venture agreements; IP sale agreements; marketing and advertising affiliation agreements; professional services contracts; website and ecommerce arrangements; collaboration and partnering agreements; trademark use agreements; patent and copyright licenses; entertainment show agreements; and IP infringement settlement agreements.

Ms. Garrote has represented clients in various industry segments, including in the information technology, hospitality, health, energy, direct marketing, financial and insurance services, and telecommunications fields, and consisting of both public and private entities, and domestic and overseas matters.

In addition to her technology and intellectual property practice, Ms. Garrote serves as the co-chair of the firm's Diversity and Inclusion Committee, where she works in the development and implementation of initiatives and programs for the recruitment and professional development of minorities and women lawyers.

Representative Matters

  • Represented Guthy-Renker LLC in the 2016 sale of a majority interest of its worldwide Proactiv business, the world's leading non prescription acne brand, to Nestlé Skin Health
  • Represent a direct marketing company in its agreements for cloud computing, collocation and shared data center services solutions, in its business process outsourcing of document production and document management functions, and procurement of a hosted on-demand e-commerce platform for online stores.
  • Represent local government agency on its agreements for procurement of new payroll and time system and the implementation thereof, as well as the contracts for the integrated payroll fulfillment services.
  • Represent an energy company in connection with the master services agreement for software application development and management of outsourced functions.
  • Represent financial services company in connection with loan origination and lead management systems contracts.
  • Negotiate on behalf of a financial institution a transition agreement from its existing affiliation with a third-party banking network and the transition of the technical back-end and branding.
  • Represent energy company on its contract with third party services provider for extended support post-stabilization of its newly-implemented customer care and billing system.
  • Assist trade association with contracts for healthcare data analytics systems and supporting services.
  • Assist various trade associations on contracts involving learning management systems.
  • Assist a health insurer in its development and master services agreements for “software as a service” claim processing and claims administration platform and analytics and reporting platforms.
  • Represent a hotel chain in the agreements for the purchase, licensing and administration of the IP and data assets of another hotel chain and transfer to a newly formed joint venture.
  • Represent in different transactions energy companies in their procurement of ERP billing and customer care and analytics systems, and the master services agreements for integration, implementation and stabilization of those systems.
  • Represent an insurance and financial services company in agreements for an enterprise “software as a service” information and data management system, licensing and implementation of a financial software system, and a master contract with a hardware vendor for the on-going provision, installation and set-up of computer hardware.
  • Assist a retirement home company with a universal agreement for hardware and software maintenance and support for point-of-sale systems and an agreement for maintenance and support of CRM software.
  • Assist financial institutions with their retail online electronic banking terms of use.
  • Assist a financial institution with an agreement to integrate on a Web basis the bank’s transactional back-end with a third-party accounting and business management software.
  • Assist a resort operator with an agreement for the development of mobile apps for guest management of events and activities.
  • Work with an industrial asset management and disposition company in connection with its US agreements to provide asset management software on a cloud basis.
  • Represent a telecom carrier in its Framework Agreement for the cross-outsourcing of data processing and telecom services with a BPO outsourcing company.
  • Contracts for software licensing, support and integration services for a national blood banking system.
  • Handle the licensing of ERP supply chain and financial systems for a producer of food products.
  • Settlement of various patent infringement cases for medical devices and drugs.
  • Represent vendors of security products and online fraud detection services in a variety of technology and data arrangements.
  • Represent a clothing manufacturer on supply a chain outsourcing arrangement.

Activities

Ms. Garrote is a member of the Board of Directors and the Executive Committee of the Legal Aid Society of Washington, DC, which provides free legal services to residents of the District of Columbia who otherwise would not be able to afford legal representation or have meaningful access to the justice system. She also sits on the board of directors and several committees of the Virginia Hospital Center, Arlington, Virginia and the Virginia Hospital Center Foundation. She is also a member of the Bard of Visitors of the School of Business Administration of Marymount University.