Tekelek Partners with Paygo to Advance Smart-Tank Technologies

Tekelek Partners with Paygo to Advance Smart-Tank Technologies

Electronic monitoring company, Tekelek, has partnered with fuel technology leader, Paygo, for business development in their respective markets. The agreement, announced during an Enterprise Ireland Trade Mission led by Minister Sean Canney TD, allows both organizations to capitalize on advances in IoT technologies to provide greater intelligence for the management and procurement of industrial fuels.

Pictured (L-R): Colm Rochford, Tekelek Product Applications Manager; Duane Walton, Paygo Account Executive; Oliver McCarthy, Tekelek General Manager; and Minister Sean Canney TD.

Tekelek is delighted to announce that they secured an order for $1.4m with Paygo to serve the US and Canadian markets. In parallel, Tekelek is now developing an intrinsically safe sensor to facilitate the expansion of Paygo’s service offering.

“This agreement allows Tekelek and Paygo to make the most of a timely opportunity, effectively scaling in new territories,” said Leo McAdams, International Sales and Partnering Manager, at Enterprise Ireland. “We are very pleased to facilitate and support international partnerships between Irish and Canadian businesses as they each seek to develop business in new ways. Today’s agreement between Paygo and Tekelek presents an exciting opportunity for growth, and Enterprise Ireland will continue to support Tekelek’s expansion in Canada.”

Founded in 1995, Tekelek has established a strong European market with a range of tank monitor technologies including the Gremlin Tank Monitor. Tekelek also specializes in control based design and manufacturing solutions. These are collaborative and customized products that pride themselves on meeting environmental highly regulated environmental standards. Tekelek’s niche is delivering product requirements where innovation and flexibility is key.

“IoT in industrial applications is facilitating smarter decision-making and leaner, more agile businesses,” Oliver McCarthy, General Manager, Tekelek said today. “We’re very excited to apply this thinking and our technology to the industrial fuels market-place and we’re similarly pleased to partner with an organization of Paygo’s caliber to bring our technologies to the North America market.”

Phil Baratz, CEO Paygo, said “We at Paygo are delighted to be associated with Tekelek. Having completed a rigorous research and development process, it is great to introduce the Gremlin tank monitor to our customers in Canada and the United States. We see it as strengthening our current range of products and services.”

Enterprise Ireland-Supported Companies Employ Over 80,000 in the US

Enterprise Ireland-Supported Companies Employ Over 80,000 in the US

In the United States, Irish companies supported by Enterprise Ireland in the United States have created over 80,000 jobs. Seven hundred companies, operating across all 50 US states, provide employment in a diverse array of high-value sectors, including consumer products, construction products, and services, life sciences, software, food manufacturing, industrial and engineering products.

“The state of Ireland’s partnership with the United States is strong,” said Julie Sinnamon, CEO, Enterprise Ireland. “Our shared values, expertise and experience is business-positive for both countries — as evidenced by the 80,000 jobs created by Enterprise Ireland supported companies in the United States.”

Irish firms at the vanguard of employment growth in the United States include:

Sysnet Ltd.: A leading provider of cyber security and compliance solutions to the payments industry, Sysnet recently announced a $2 million investment and the creation of 500 new jobs for a new contact center in DeKalb County, Atlanta.

Oldcastle: The North American arm of CRH plc., one of the world’s leading building products and materials companies based in Dublin, Ireland. Oldcastle has more than 1,700 operations in 50 states and 6 Canadian provinces.

Kerry Group: One of the largest players in the global food industry with current annual sales of approximately $6.5 billion and multiple manufacturing operations across the United States. 

Smurfit Kappa: A world leader in paper-based packaging with approximately $8.5 billion in global sales, Smurfit Kappa employs over 43,000 people globally and owns multiple recycling and manufacturing operations across the southwestern United States.

Glanbia: One of the world’s top nutrition companies, Glanbia employs 2,000 people in 29 countries. The United States has the most Glanbia facilities of any country, with 12 manufacturing operations and corporate offices across seven states.

Enterprise Ireland @ SXSW 2017

Enterprise Ireland @ SXSW 2017

Each year, the South by South West (SXSW) festival in Austin, Texas, brings together the best, brightest, and most innovative people and companies to celebrate the convergence of the interactive, film and music industries. The event — an essential destination for global professionals — features a wide variety of business and networking opportunities.

For the seventh consecutive year, Enterprise Ireland (EI) exhibited at this year’s SXSW, proudly showcasing 11 Irish companies: Newswhip, Sanctifly, TransferMate, Parkpnp, Intuition, digisoft.tv, Helixworks, Systemlink Technologies, Vistatec, DataKraft and Cogni, which cover a broad range of industries, including finance, biotechnology, VR, health and education.

“Being at South by Southwest, you get to meet your clients, and you get to meet new prospects. It’s a reminder to them that you’re in the space and you’re important,” said Kevin Lowe, Head of Sales, NewsWhip.

EI also hosted a business panel with Garret Flower of Parkpnp, Karl Llewellyn from Sanctifly, and Fearghal Kelly from digisoft.tv, participating in the informative discussions. The panel was moderated by Daniel Ramamoorthy of Parkpnp, and they discussed why Ireland was a great place to do business, and how Irish startups are getting noticed.

“Enterprise Ireland is a government body that helps Irish businesses grow, test their business ideas, establish some feasibility of their business ideas, and become investor-ready,” said Carol McKeon, CEO and Founder, DataKraft. “Everybody loves Ireland. There’s so many people who are a little bit Irish, and they see Ireland here, and there’s such enthusiasm and such a warm reception to us.”

With roughly 75,000 in attendance this year, and journalists representing thousands of different print, radio, TV, and digital outlets from across the US and around the world, SXSW continues to prove that the most unexpected discoveries happen when diverse topics and people come together.

EI client company, Helixworks, won the Most Innovative Company award at the SXSW incubator pitch competition — Congratulations Helixworks!

Part 2: Negotiating Technology Contracts with US Companies

Part 2: Negotiating Technology Contracts with US Companies

Enterprise Ireland has teamed up with Daniel Glazer a partner at Wilson Sonsini Goodrich & Rosati, where Daniel leads the New York office’s technology transactions practice and also advises Irish and other European emerging technology companies on US expansion, fundraising and strategic partnership transactions. This series will offer perspectives on setting up a business in the US and considerations for Irish companies looking to raise VC investment from US investors

US Expansion – Setting up the Right Way

This post has been written by Daniel GlazerWilson Sonsini Goodrich & Rosati and Robert MollenFried Frank Harris Shriver & Jacobson

After Irish startups start to establish themselves in the domestic market, many consider expanding their businesses to the US.  Whether or not actually on the ground in the US, Irish technology companies looking stateside will need to deal with US contracts that may contain unfamiliar terms and concepts.

This article addresses five pitfalls Irish companies should avoid when entering into technology contracts with US companies. These risks can be mitigated, but only if your company is sensitive to them during negotiations.

All US laws are not created equal

Although for simplicity’s sake this article will refer to “US law,” for the most part there is no single body of US contract law. Rather, each of the 50 US states has its own contract law, and your US partner likely will insist that the contract be governed by the laws of a US state with which that company is familiar. The larger US commercial centers, such as the states of New York and California, tend to have better-developed, more predictable contract laws.

The contract laws of the various states generally adhere to common themes, but each state’s laws have their own idiosyncrasies. For example, New York state law allows parties to select New York law to govern commercial contracts that bear no relation to New York, but only if the contract is worth more than $250,000.

As another example, California state law offers broad protection to technology developers, in some circumstances interpreting IP transfer language in a manner that recognizes a potentially unintended employment relationship between California technology developers and companies commissioning technology development.

Indemnification is expected

US commercial litigation is relatively common, in part because unsuccessful US litigants usually are not required to pay the prevailing party’s legal costs. Accordingly, there is a particular focus in US contracts on obtaining financial protection against litigation claims.

When contracting with a US company, your company most likely will be asked to defend the US company against certain types of claims and indemnify it for related losses. Common topics for indemnification include breach of confidentiality obligations, violations of law, damage to property, and personal injury.

Indemnification for intellectual property infringement claims asserted by third parties is a key provision in technology contracts, as US intellectual property litigation is particularly widespread and costly. Technology recipients typically will ask for an IP infringement indemnity from their providers, but the provider may seek to limit, eliminate or even reverse the indemnity obligation when the alleged infringement was the recipient’s fault (such as where the alleged infringement was caused by the recipient’s unauthorized use or modifications of the provider’s technology, the recipient’s failure to implement a work-around, or the provider’s compliance with recipient’s instructions).

Ensure appropriate confidentiality protection

US laws governing confidentiality obligations can be tricky. Your company should carefully consider the ramifications of any proposed limit on the duration of your partner’s obligation to protect your valuable confidential and proprietary information (characterized as “trade secrets” under US law).

Trade secret protection exists indefinitely under US law unless the information is disclosed without a duty of confidentiality or independently discovered; the long-secret Coca-Cola formula is perhaps the best-known example. Agreeing to term-limited confidentiality obligations for your company’s trade secrets creates a significant risk that your company will lose the ability to protect the information.

Beware joint ownership

Joint ownership of technology commonly is viewed as an efficient way to avoid difficult negotiations over intellectual property rights. However, joint ownership can result in uncertainty at best and, at worst, hinder your company’s ability to use and commercialize the jointly-owned technology.

The rules of joint ownership vary not only among the different types of intellectual property (e.g., patents, copyrights, trade secrets and trademarks), but also among various countries. Under US law, each joint copyright owner may commercialize the copyrighted work without the other joint owners’ consent, but must account for licensing royalties received and may not destroy the value of the work. This is different than, for example, UK law, which states that joint copyright owners cannot exploit their rights in the work without the other joint owners’ consent. It also is different than the US rule on joint patent ownership, which is that joint patent owners have no duty to account to the other joint owners for licensing royalties.

Joint owners can agree to modify these rules in their contract, but they likely will apply by default if the contract specifies without further elaboration that the parties are “joint owners” of developed technology.

Use the present tense

Language intended to assign rights to your company should reflect a present transfer of rights (e.g., the counterparty “hereby assigns” its rights), not a future promise to transfer (e.g., “will assign” or “agrees to assign”). Under the latter formulation, your US partner’s failure to deliver the promised assignment may result in a breach of contract claim, but not necessarily ownership of the relevant IP rights.

This distinction figured prominently in a case recently decided by the US Supreme Court, which found that the “agree to assign” language was merely a promise to assign – a promise that the inventor could not keep due to his subsequent present assignment of rights to a competitor. Although this is clearly a worst-case scenario, it highlights the importance of drafting the transfer of rights in a manner that will withstand scrutiny under US law.

*             *             *

Business moves quickly in the digital age, and there is understandable reluctance to potentially lose a deal crucial to US expansion due to an excess of caution over legal terms.

However, having a US-qualified lawyer conduct at least a brief review of your company’s US agreements – typically for a pre-agreed fixed cost – will help ensure you get the deal you think you’re getting.

 

Daniel Glazer leads the US expansion team, and the NYC Tech Transactions practice, at Silicon Valley-based Wilson Sonsini.  He can be reached at daniel.glazer@wsgr.com.

Robert Mollen advises European companies on US matters at Fried Frank in London.  He can be reached at robert.mollen@friedfrank.com.

 

 

Part 1 : US Expansion – Setting up the Right Way

Part 1 : US Expansion – Setting up the Right Way

US Expansion – Setting up the Right Way

Enterprise Ireland has teamed up with Daniel Glazer a partner at Wilson Sonsini Goodrich & Rosati, where Daniel leads the New York office’s technology transactions practice and also advises Irish and other European emerging technology companies on US expansion, fundraising and strategic partnership transactions. This series will offer perspectives on setting up a business in the US and considerations for Irish companies looking to raise VC investment from US investors.

This is the first part of a series that will be posted on the blog, prepared by Daniel Glazer, Wilson Sonsini Goodrich & Rosati and  Robert Mollen, Fried Frank Harris Shriver & Jacobson

US Expansion – Setting up the Right Way

Establishing US operations presents various administrative challenges. It makes sense to address as many of these as possible before you land, so you can focus on building your business when you’re on the ground.

None of this is particularly complicated, but it pays to be proactive. The US has a more complex legal and tax environment than most non-US jurisdictions, and the enforcement and liability risks are higher if something goes wrong.

Here is a checklist of ten key areas  you’ll want to address:

1. LEGAL
Corporate – Confirm your corporate structure. It typically will make sense to set up a US subsidiary to separate the US and Irish businesses, both for tax and liability reasons. Your US subsidiary also will need to appoint a registered agent, and “qualify to do business,” in every state in which you have an office or other similar presence.
Intellectual Property – Address US trademark issues defensively (confirming that no one else has prior registered or unregistered rights to your name and key brands) and offensively (by filing a US trademark application). Depending on your business, you may also need to address patent issues.
Contractual Terms and Conditions – Your contractual terms and conditions will need to be converted to the laws of a US state, for both legal and commercial reasons.
Employment – You will need US employment advice. Most US employees do not have employment contracts, but you should have confidentiality and IP assignment agreements with all employees. You’ll also be bound by offer letter terms, employee manuals and other undertakings. Employment-related litigation is a substantial risk in the US – while US employees can theoretically be fired “at will” without notice or cause, and there is no statutory redundancy, the risk of discrimination, harassment or other claims and litigation means that terminations require delicate handling.

2. TAX STRUCTURING AND COMPLIANCE
Establish appropriate arm’s-length arrangements between your Irish parent and its US subsidiary, in order to keep separate your Irish and US taxable income. This is particularly important since US corporate tax rates (federal and state), totalling about 40%, are typically 3x the level in Ireland. You also should put in place appropriate compliance procedures to address federal and state corporate income tax, as well as other potentially relevant tax regimes (sales tax, personal property tax, etc.), particularly at the state and local level. With care as to your choice of tax provider, this can be handled cost-effectively. If you send over personnel from outside the US, they will need expat tax advice and support.

3. BACK OFFICE SUPPORT
You will need help with book-keeping, employee tax withholding, HR and mandatory employee insurance and benefits, and similar matters. All of this can be out-sourced to companies experienced in working with high-growth companies.

4. BANKING
It can be difficult for a non-US company to set up banking for its US subsidiary. Some banks are particularly focused on banking high-growth companies on a trans-Atlantic basis, which can help ease the process.

5. IMMIGRATION
If you’re sending over personnel outside the US to staff your US office, they will require visas permitting them to work. You should allow three to four months to sort this out.

6. INSURANCE
The US is a high-risk environment. Get an insurance broker with trans-Atlantic experience to confirm your insurance arrangements (types of cover as well as terms and limits) are appropriate.

7. RECRUITMENT
The hardest part about setting up in the US is finding the right people. Obtaining recommendations from people whom you know and trust (such as your VC or angel investors, advisors, or other good friends) is likely to be the best way. If that’s not an option, however, you’ll need advice from a trustworthy source and will need to do appropriate diligence. Cross-cultural recruitment is hard; beware of the gap between “talking the talk and walking the walk” (especially with US sales people).

8. LOCATION
The US is a big place! Beware of pre-conceptions (e.g., that you must go to Silicon Valley). There are many markets in the US, from both a customer and investor standpoint, and you will need to assess a variety of factors, including the area of focus of your business, locations of potential investors, costs of doing business and, for Irish companies, the greater difficulties of managing operations on the West Coast (8 time zones; 11-hour flight) vs. the East Coast (5 time zones; 6-hour flight).

Once you’ve determined location, you’ll then need to address property issues – whether to go into a network of co-working spaces (like WeWork), accommodation offices (like Regus) or rent your own premises.

9. INCENTIVES AND SUPPORT
Government agencies (e.g., Enterprise Ireland, the US Commercial Service, and state and local development agencies) and international chambers of commerce can provide very useful support. State and local incentives for investment and job creation also may be available.

10. INVESTORS
If part of your reason for US establishment is to secure US investment, allow for the time it will take to build US investor trust. US investors will want to see that you have a sensible US-focused business plan and are committed to, and achieving traction in, the US market. Also, make sure your investor pitch materials are appropriate for the US market – sophisticated early stage US investors are more focused on prospects than existing revenues, and your materials need to convey convincingly why your business will generate blow-out returns.
US market entry can be daunting, but the basic steps required for establishment don’t need to be difficult. Just get appropriate, cost-effective advice and do it right from the start.

Daniel Glazer leads the US expansion team, and the NYC Tech Transactions practice, at Silicon Valley-based Wilson Sonsini.  He can be reached at daniel.glazer@wsgr.com.

Robert Mollen advises European companies on US matters at Fried Frank in London. He can be reached at robert.mollen@friedfrank.com.

 

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