1. 1 © 2008 Venable LLP Top 5 Technology Legal Traps for Associations Venable LLP August 24, 2010 10:45 AM – 12:00 PM ASAE Annual Meeting Los Angeles, CA

2. 2 © 2010 Venable LLP Electronic Contract Enforceability –Electronic contracts are generally enforceable in the same manner as paper contracts – Electronic Signatures in Global and National Commerce Act (E-SIGN) took effect October 1, 2000 –However, the Statute of Frauds and the manner in which the assent to the electronic contract is made (or not made) can limit enforceability of electronic documents –Mere notices are not always enforceable Specific Terms and Conditions for Online Use of Intellectual Property –Notify users that content is protected intellectual property –State that unauthorized reproduction, distribution or exhibition is prohibited –Consider using Terms and Conditions of Use #1 – ONLINE / ELECTRONIC CONTRACTS

3. 3 © 2010 Venable LLP #2 – SOCIAL MEDIA ISSUES Copyright Infringement Risk in Interactive Websites –Includes websites that allow users to post material that could violate others’ copyrights –Safe Harbor – Digital Millennium Copyright Act (1)Organization must only host the material (2)Organization must avoid “publisher” status Imposters & Social Media –(Tony) LaRussa v. Twitter, Inc., No. 03:2009cv02503 (N.D. Cal. filed June 5, 2009) –Create a policy for creating and enforcing an “official” online identity –Respond promptly to imposter claims or related activity

4. 4 © 2010 Venable LLP #3 – TRADEMARK ISSUES Watch Out for Trademark Violations through Keywords/SEO –Avoid using third-party trademarks as keywords –Remember that online advertisers don’t always enforce restrictions on using certain terms that may be third-party trademarks –Consider purchasing or registering own trademark as keyword and communicate with appropriate search engine or online advertiser if trademark is used improperly Unauthorized Use of Trademark in User or Account Name –Periodically search for trademark violations in usernames and avatars –Consider purchasing or registering own trademark as account name and communicate with appropriate operator if trademark is misused Monitoring Domain Names –Front Running – Register domain name with trademark application and conduct online searches for websites with similar domain names –Drop Catching – Timely renew domain names

5. 5 © 2010 Venable LLP #4 – TECHNOLOGY USAGE ISSUES Payment Card Industry Data Security Standard –If using credit or debit cards to process payment transactions, be aware of the compliance requirements associated with PCI Data Security Standards –Implement data protection and safeguards Risks Associated with Employee Use of Mobile Devices –Easier to avoid virus protection measures on the main network. Be careful with mobile devices or remote access. Consider anti-malware protection for mobile devices. Enforce permissible download policy. –Protect sensitive information on lost or stolen mobile devices – remote data deletion, etc.

6. 6 © 2010 Venable LLP #5 – EMPLOYEE ISSUES Unauthorized Disclosure of Trade Secrets –Restrict remote employee access to, or disclosure of, trade secrets to prevent authorized use –Monitor use of trade secrets on mobile devices –Prevent employees from storing trade secrets on unauthorized mobile devices –Require employees to promptly report security breaches Employer Risks Associated with Employee Content on Mobile Devices –City of Ontario v. Quon et al. – employer can monitor employee texts on work phones –Ellender v. Neff Rental, Inc. - employer liable when employee caused accident while conducting business on employer-issued phone

7. 7 © 2010 Venable LLP Questions?

8. 8 © 2010 Venable LLP contact information Jeff Tenenbaum Chair of Nonprofit Organizations Practice Venable LLP Washington, DC jstenenbaum@venable.com t 202.344.8138 www.venable.com/associations www.venable.com/associations/publications

9. 9 © 2010 Venable LLP the road ahead for ABC CORPORATION