Carley Daye Andrews

Carley Andrews is a partner in the firm's Technology Transactions and Data Protection group. She focuses on procurement, product development, supply and manufacturing, and supporting business operations and infrastructure transactions. Ms. Andrews has extensive experience with artificial intelligence such as data analytics and machine learning technologies, wireless telecommunications, network operators, mobile devices, hardware supply and software development, infrastructure, technology licensing, procurement of enterprise systems, software and technology, and retail. She works closely with business clients and in-house counsel in a broad range of companies to identify goals and risks, develop solutions and advise on the development, acquisition, protection, use and exploitation of technology and intellectual property. Her experience includes the following:

• Software, content and technology licenses, services, and development agreements, product supply and distribution agreements, application preload agreements, hosting agreements, service subscription agreements, email and network security and IT systems agreements, and other transactions for major technology clients.
• Artificial intelligence, including machine learning, data analytics, predictive analytics, biometrics technology, and working through the privacy and security issues these technologies may raise. For example, Ms. Andrews has negotiated license agreements for software that performs predictive analysis with respect to consumer transactions, software robots that analyze, identify and correct errors in financial information and systems, biometrics technology, algorithms used in retail websites, logistics and transportation technologies (e.g., license plate and image recognition, carrier and shipping data), and voice technologies (e.g., voice to text, speech recognition, customer service applications).
• Cloud and software as a service contracts, including strategic enterprise agreements for providers and users of cloud services.
• Infrastructure, operational and telecommunications agreements, such as agreements for dark fiber service and collocation services.
• Wireless services, roaming and wholesale supply in the wireless telecommunications field. In 2011, Ms. Andrews negotiated a roaming agreement valued at over $2 billion. Ms. Andrews has negotiated with all of the major telecommunications carriers in the United States and many internationally established carriers.
• Hardware manufacturing agreements, such as for systems and components used in consumer devices and data centers.
• Supply and procurement agreements, including for strategic components (such as GPUs, chipsets, laser diodes, etc.) for devices and data centers.
• Advertising networks, including mobile and Internet terms with publishers and advertisers.
• Represent major retailer in acquisition and implementation of warehouse, distribution center, and logistics and transportation software, technology and data.
• Open source license analysis and advice, such as in connection with clients’ use of proprietary and open source code.
• Brand licensing, manufacturing, and distribution agreements.
• Negotiated major technology company’s replication and re-negotiation of a substantial number of its strategic vendor agreements as part of a series of significant divestitures and asset spin-offs.
• Creating programmatic negotiation guides and “fallbacks” for software license, hosted services, and component purchase agreements to streamline client negotiation processes.

In addition to transactional work, Ms. Andrews advises clients with the rollout of new services and products, including advice regarding service operation, drafting terms of service and privacy statements, and coordinating local counsel review of those documents on an international level.

Ms. Andrews negotiates intellectual property terms in connection with mergers and acquisitions and other commercial transactions and investments on the national and international level.

In addition to her commercial practice, Ms. Andrews’ pro bono work includes representing petitioners for asylum and other relief in immigration court, assisting charitable clients to make 501(c)(3) applications, and volunteering at legal clinics.

Carley is a member of the firm’s LGBTQ Sub-Committee.