Gerould & Player, LLP

Gerould & Player, LLP is a partnership of experienced attorneys offering cost-effective legal services to clients in Silicon Valley and beyond. We provide outsourced general counsel services, support for technology transactions and distribution, and advice on a wide range of intellectual property and related issues.

We work closely with management, boards of directors, sales and engineering staff to understand the organization, its products, services and business objectives. We structure and negotiate effective commercial transactions and strategic partnerships. We help manage risk by balancing legal requirements with business needs.

We also advise owners, users and investors in commercial real estate with an emphasis on support and strategies for owners and users of corporate real estate.

We serve clients domestically and internationally by drawing upon close working relationships with corresponding attorneys around the world. Our international experience encompasses transactions in countries such as England, France, Germany, Ireland, Italy, Spain, Switzerland, Israel, Japan, India, China, Taiwan, Australia, Singapore, Canada and Mexico. We have negotiated transactions with the world’s largest international corporations and pride ourselves in giving even our smallest clients an equal footing in establishing productive relationships with their largest customers and partners.

Drafting and negotiating a broad range of commercial agreements
Real estate and capital leases
Dispute resolution and litigation support
Support for M&A activities (due diligence, assignments, consents)
Technology acquisitions and sales
Choice of entity
Corporate governance and compilance
Stock option plans
Assistance with negotiating, structuring and formalizing financing
Dispute resolution, expert witness and litigation referrals and support

Domestic and international technology transactions, inbound and outbound, hardware and software
Strategic alliances and alliance programs, joint ventures and teaming agreements
OEM, reseller, distributor, referral and cooperative marketing agreements
Hosting, ASP, SaaS, outsourcing, offshoring, consulting and service level agreements
Beta testing and evaluation agreements, confidentiality agreements and NDAs
Support, maintenance and escrow agreements RFP responses and proposals
Federal procurement, GSA schedules and export controls Revenue recognition

IP strategy, licensing programs and forms
Copyright, patent, trademark and trade secret licensing
Web site legal issues, terms of use and privacy policies
Internet law, online commerce, content licensing and domain names
Open source licensing and dual license models
HIPAA, GLB Act, privacy and data protection
Digital rights management
Antitrust implications

Commercial real estate leasing and subleasing
Business cycle lease planning with options to expand, contract, extend and terminate early and rights to sublease and assign
Real estate financing
Sales and Acquisitions
Sale/Leaseback transactions
M&A real estate support including due diligence and integration and disposition
Build-to-suit leases
General, broad range, real estate counseling, negotiation and documentation

Rich Gerould is an attorney and business development executive serving emerging-growth software companies and Silicon Valley venture firms, focusing on pursuing, structuring, negotiating and closing strategic transactions. Rich has over 30 years experience in Silicon Valley in thousands of domestic and international transactions. Prior to entering private practice representing a variety of Silicon Valley clients, Rich began practicing law at Severson & Werson in San Francisco and at Fenwick & West in Palo Alto. He served as General Counsel at two software companies that went public, Micro Focus and Visigenic. He gained extensive sales and business development experience as Vice President of Business Development at Visigenic, RightWorks, i2 Technologies and Certus Software (where he was also General Counsel). He was the Founder and President of Configurex, a venture-funded software company, and was Director of OEM/VAR Sales at Borland. Rich holds a BA in computer science and a MS in electrical engineering from the University of California, Berkeley, a JD from Hastings College of the Law, and is a member of the California Bar.

Judy Player is a commercial lawyer with over 30 years of experience as in-house counsel with major Silicon Valley companies and has been in private practice since 2002. She provides general counsel services for companies that do not have or do not need a full time in-house attorney and acts as an add-on to a legal department. Her areas of expertise include negotiating all types of domestic and international business contracts. She also provides a broad range of legal services as a general practitioner facilitating hi-tech, low-tech and no-tech, large and small businesses in attaining their goals and objectives. Her clients include: telecommunications company, hardware storage companies, VoIP software and other software companies, non-profit organization.

Judy graduated from the University of Connecticut, School of Law, and received her M.B.A. from San Jose State University. Judy is a member of the California and Florida Bars.