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.


General Counsel Services
  • 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

Technology Transactions & Distribution
  • 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

Intellectual Property & Related Issues
  • 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

Real Estate
  • 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.

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