Martha Phelps

Transactional Matters

•  Negotiated inbound and outbound software licensing, services, SaaS, joint marketing, reseller, partner, and distribution agreements with vendors, resellers, distribution and transportation partners, and wireless telecom carriers
• Successfully negotiated hundreds of inbound content license agreements with private, public, and nonprofit entities, including major book publishers, movie studios, game studios, and record labels, for commercialization in digital books, music, movies, and games
• Negotiated an agreement with a client’s largest transportation & parcel delivery services provider, resulting in improved business and legal risk terms
• Advised on consolidation, negotiation, and renegotiation of dozens of agreements with major search engine and advertising company, for a variety of services, resulting in improved financial and legal risk terms
• Negotiated agreements with major TV manufacturers for streaming video app placement and capability in OEM devices
• Negotiated agreement with major market share data compilation and services provider
• Negotiated broad licenses with major content and data providers for services
• Drafted and advised on online conditions of use and program terms for programs such as eCommerce sales channel (both web and mobile/app), wedding registry & wish lists, college student promotional programs & offers, vendor and seller portals, online purchase terms, games and app downloads, global contest terms of entry, payment programs, loyalty programs, seller program participation, and affiliate program participation

Growth & Program Lifecycle Advising

•  Advised on business and legal integration of multiple business acquisitions
• Advised multi-billion dollar e-Retailer through business turnaround and transformation, including platform migration, new channel launches, business dispositions and services consolidations, and multiple new program launches
• Successfully negotiated with foreign government for approval under foreign investment law for client to enter country, allowing client to open multiple fulfillment and development centers 
• Represented clients on program launches, including vendor program launches, college student program launches, new and re-platformed services launches, new country and category launches, and new promotional offerings
• Represented Fortune 100 book retailer in launches of disruptive college textbook and publishing businesses
• Advised Fortune 100 retailer on startup of work-from-home customer service associate workforce; drafted and negotiated agreements with outsourced service providers in support of startup
• Advised client through discontinuation of third-party seller marketplace program
• Represented teams of developers on app platform creation, games download platform development and launch, development and rollout of customer features for eBook reader, and global fulfillment systems features and compliance requirements

Vendor Relations & Antitrust Advising

•  Counseled on minimum advertised price policies and unilateral price policies as well as revenue-protective compliance strategies
• Advised leading client through development & rollout of new revenue model for cooperative advertising/market development funds model
• Led strategy, innovation, & implementation behind new customer-facing treatment for vendor MAP policies, launched with no loss of revenue and resulting in measurable customer satisfaction gains

Litigation Consultation, Regulatory Inquiry Resolution, and Legislative Consultation

•  Represented clients in resolutions with Washington State Department of Labor & Industries, the FTC, the Canadian Competition Bureau, the Consumer Product Safety Commission, the New York City Department of Consumer Affairs, the National Advertising Division, and the Advertising Self-Regulatory Council, among other agencies
• Consulted in consumer false advertising class action resulting in successful motion to dismiss
• Consulted in consumer privacy class action resulting in successful settlement and release
• Consulted in patent infringement claim resulting in client being dismissed from the case
• Successfully defended Fortune 100 retailer against FTC inquiry during holiday season, with minimal operational changes required and zero negative impact to sales
• Advised on proposed state and federal legislation related to consumer rights and protection in areas such as privacy and product safety

Legal Department Development & Optimization

•  Led multiple efforts to develop and implement contract tracking mechanisms and metrics to measure and improve legal department effectiveness and efficiency, with results ranging from 43% to 50% improvement in overall time to contract
• Led Legal Department simplification efforts such as development of forms, creation of forms library, creation and implementation of department-wide practice standard, a major simplification of customer-facing website terms, and measurably decreased overall time to contract
• Developed and led trainings for multiple clients on topics such as Confidentiality & Privilege, Antitrust & Vendor Relations, Copyright, Consumer Law, and Licensing

*All matters listed completed at prior organizations