"Legal risks and complexities are increasing by the day, and it is neither practical nor foreseeable to envisage the risks involved at the threshold and beyond”

    In a space where product cycles move fast, how do you embed legal foresight into the DNA of software-driven deals?

    Software-driven deals or contract documents are well-negotiated legal documents, and each is a separate transaction; there is no one-size-fits-all approach.

    Whereas the broad legal principles would be like standard clauses, the operational part is discussed, debated, and put in writing in concise and unambiguous terms, leaving no room for ambiguity.

    Some of the software deals take months to fructify into a contract, and it is a painstaking process wherein the technical teams, legal teams, finance teams, and business teams are involved in the negotiation and finalization stages.

    The need for a compliance tool or software is an essential part of a compliance function today; only then a correct picture can be reported.

    You’ve navigated multiple waves of legal complexity in the tech ecosystem. What’s changed most in the way legal risk now shows up in commercial software transactions?

    In today’s challenging business environment, legal risks and complexities are increasing by the day, and it is neither practical nor foreseeable to envisage the risks involved at the threshold and beyond. 

    Typically, the insurance covers that are required are –

    • Commercial General Liability
    • Errors and Omissions.
    • Directors and Officers.
    • Data Protection and Network Security.
    • Assets coverage comprehensive.
    • Public Liability Insurance.
    • Professional Liability Insurance.
    • Employers’ Liability Insurance.
    • Product Liability Insurance.
    • Third Party Liability Insurance.
    • And many more such insurance covers.

    It is imperative and prudent business practice to take suitable liability insurance covers with adequate limits and maintain them throughout and renew them periodically so that the risk covers are available if the eventuality arises.

    In your view, is the traditional approach to due diligence still fit-for-purpose in software-sector acquisitions?

    Yes, due diligence is fundamental to any acquisition, for that matter, followed by finance and commercial viability, with the enterprise valuation report. 

    These would help and provide clarity during mergers and acquisitions. 

    What’s your approach to protecting soft IP, like, know-how, algorithms, internal tools, in an environment where conventional IPR tools fall short?

    The systems and processes of an organisation need to be robust to protect any form of confidential information and IP.

    In addition to conventional IPR tools, the culture on IP needs to be inbuilt, and periodic trainings need to be imparted from time to time to people. Lastly, suitable insurance cover with adequate limits is also critical.

    There needs to be in place robust network security systems like endpoint security, etc, and in addition to all of the above, regular upkeep and audit also help.

    In your experience, what’s the legal blind spot most overlooked during rapid scaling?

    Systems and processes are sometimes compromised during rapid scaling and blind spots that may arise will be addressed later would be the approach.

    In the coming decade, how do you see the balance between software innovation and legal governance shifting?

    The sector is evolving, and still, a lot of work needs to be done in this area by the regulatory authorities to cater to the requirements.

    About Suresh Patel

    Mr. Suresh Patel is a seasoned legal professional with over 34 years of rich and diverse experience spanning law firms, the corporate sector, and private practice. His expertise includes drafting and structuring a wide range of legal and commercial contracts, along with a strong background in litigation.

    Having worked across industries such as textiles, IT, media, retail, manufacturing, and conglomerates, Mr. Patel brings a deep understanding of varied business environments. Known for his effective communication, leadership, negotiation, and analytical skills, he is highly regarded for his strategic legal insight and commercial acumen.

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