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Samuel J. Cook

Associate

3300 Wells Fargo Center, 90 South Seventh Street, Minneapolis, MN 55402-4140

Overview

Samuel J. Cook is a transactional attorney with strong experience advising in-house counsel and business clients in connection with complex, multinational commercial transactions, with a focus on technology, intellectual property (IP), and media transactions. Because of his extreme attention to detail, high-level analytical ability, and familiarity with a wide variety of subject matter, clients turn to him when they need help with the most complex commercial agreements on tight deadlines.

Sam regularly drafts, analyzes, interprets, and negotiates complex commercial agreements related to information technology (IT) services; software-as-a-service (SaaS) offerings; copyright, trademark, and patent licensing; advertising and marketing; event sponsorships and media buys; consumer product and technology manufacturing; IP portfolio representation and licensee management; website and mobile app development; and data privacy/security. Sam also represents a diverse range of technology, entertainment, and digital advertising and marketing clients in connection with M&A and private investment transactions, securities offerings, and general corporate matters.

As an artist and entrepreneur at heart, Sam is deeply familiar with the process of creating and marketing IP assets. Before attending law school, Sam worked as a freelance web designer, audio mixing engineer, guitar teacher, and touring musician. Sam first became interested in IP licensing when his former band licensed its music to a leading reality TV production company, which ultimately featured the band's songs on various episodes of Keeping Up with the Kardashians, The Real World, and Teen Mom 3.

Sam graduated summa cum laude from the University of St. Thomas School of Law in 2016, where he attended on a full-tuition scholarship and served as a senior editor of the University of St. Thomas Law Journal. He also received Dean's Awards for top performance in Real Estate Transactions, Sales, Payment Systems, Health Law II, International Law, Foundations of Justice, and Lawyering Skills III. In 2013, he earned a B.A. in political science from the University of Minnesota, Twin Cities.

Experience

Technology, IP & Media

  • Regularly drafts and negotiates a wide variety of complex commercial contracts for technology, advertising and marketing, biotech, and consumer product vendors, developers, and manufacturers, including:
    • master services agreements (MSAs) and statements of work (SOWs) for technology, advertising, marketing, and media transactions.
    • copyright, trademark, and patent license agreements.
    • global IT services agreements, SaaS agreements, service level agreements (SLAs), and cloud agreements.
    • data processing, privacy, and security agreements.
    • website privacy policies and terms of use.
    • product placement and event sponsorship agreements.
    • website and mobile app development agreements.
    • vehicle customization and usage agreements.
    • manufacturing, supply, distribution, and tooling agreements.
  • Represented domestic yacht manufacturer in connection with a complex IP licensing and manufacturing transaction.
  • Drafted multi-hundred-page global master information technology services agreement for large corporate client.
  • Represented major corporate client in connection with high-profile co-branded consumer product offering.
  • Drafted complex asset purchase and patent licensing agreement for the spin-off of a technology product line.
  • Represented owner of valuable international trademark portfolio in drafting and negotiating a complex trademark representation agreement with a leading global entertainment agency.
  • Helped consumer products vendor secure trademarks to protect its brand.
  • Represented a children's products vendor in drafting and negotiating a copyright and trademark license agreement for the use of popular children's book characters on various products.
  • Represented technology-driven manufacturing company in connection with negotiating terms and conditions for the sale of goods with an electric automobile manufacturer.
  • Advised internet radio station in connection with music copyright matters, performing rights organization (PRO) licenses, and content development agreements.
  • Represented a client in connection with a patent licensing dispute.

Corporate & Securities

  • Represents founders, investors, and startup companies in connection with M&A transactions, investment transactions, and general corporate matters.
  • Represented a live event and television entertainment company in connection with a major multinational merger transaction, which included multiple complex global corporate reorganizations and bridge financings (and continually represents the client on general corporate matters).
  • Represented an emerging growth biotech company in connection with its Series A financing round (and continually represents the client on general corporate matters).
  • Represented various app developers and SaaS vendors in connection with multiple complex M&A and investment transactions.
  • Represented a strategic buyer in its purchase of a software business.
  • Represents a digital marketing company in connection with various SEC filings.
  • Represented angel investor in connection with an investment in a software and mobile app company.

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