Fred D. Zemel

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Fred D. Zemel
Partner
Co-Chair, Corporate Transactions and Business Law Group
Co-Chair Intellectual Property Group
    Fred Zemel’s core practice areas include business law, commercial transactions, corporate law, intellectual property and technology, commercial financing and real estate redevelopment. Mr. Zemel has substantial, national experience in all facets of corporate and transactional matters. In that regard, Mr. Zemel represents and counsels clients in connection with complex commercial transactions, deal negotiations, management decisions, and shareholder disputes. Additionally, Mr. Zemel drafts and negotiates asset and stock purchase agreements, redevelopment agreements, stockholder and operating agreements and corporate organizational documents.

    For over a decade, Mr. Zemel has drafted, negotiated and advised clients regarding commercial credit card agreements. Mr. Zemel continues to serve as the primary outside counsel to a premier international bank’s commercial credit card division. In that role, Mr. Zemel is responsible for the preparation and negotiation of commercial card contracts in connection with a Fortune 500 customer base.

    Mr. Zemel also is lead counsel in connection with significant stock, asset and LLC interest purchase and sale transactions. Some of the representative deals Mr. Zemel has served as lead counsel in include: the sale of a New York regional recycling and waste removal company to a publicly held waste company with a deal value of approximately $300 million; the acquisition of several divisions of publicly held national waste companies with an aggregate value of deals in excess of $40 million; the acquisition of an office supply and distribution company with operations in more than twenty-five jurisdictions throughout the United States with a deal value in excess of $40 million; and an acquisition by an established internet social networking site of a division of a well known internet search engine company.

    With respect to intellectual property and technology transactional matters, Mr. Zemel represents clients in intellectual property and technology matters of all levels of complexity. Mr. Zemel also advises clients regarding website terms of use and data privacy concerns. Examples of technology agreements regularly drafted and negotiated by Mr. Zemel include: software and hardware licensing and development agreements; patent and trade secret licensing agreements; manufacturing agreements; outsourcing agreements; service level agreements; ASP, OEM and VAR agreements; teaming and joint venture agreements; and e-commerce agreements.

    Notable technology-based transactions in which Mr. Zemel has represented clients include: serving as lead counsel to a VAR of a leading international data and voice systems manufacturer in connection with licensing, development and maintenance agreements throughout the United States; negotiating deal and agreement terms for installation and maintenance of data and voice infrastructure in a newly-constructed, New York area arena for a major professional sports team; representing a pharmaceutical research and development company in joint venture, clinical research, consulting, revenue share, and stock purchase agreements, including in connection with Israeli incubator companies; and counseling clients with respect to cross-border license and development agreements, collocation agreements, domain name purchase agreements and linking agreements.

    Mr. Zemel also prosecutes trademarks before the U.S. Patent and Trademark Office and manages outside counsel’s prosecution of foreign trademark applications.

    In 2008, Governor Corzine appointed Mr. Zemel to the New Jersey-Israel Commission. Created in 1995, the Commission’s mission is to foster increased economic, scientific, educational and cultural relations with the State of Israel.

    Benjamin N. Cardozo School of Law (JD, 1992)

    Yeshiva University (BA, 1989)

    New Jersey

    New York

    Florida

    New Jersey-Israel Commission (Appointed by Governor Corzine, 2008)
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