January, 2000

Kirkpatrick & Lockhart, LLP
Washington, DC
Of Counsel, April 1999 to present

Co-chair of national electronic commerce legal practice, assisting corporations in establishing the legal infrastructures for on-line businesses and the integration of electronic commercial practices. Areas of current focus include the implementation of electronic signatures, authentication, privacy, data licensing and intellectual property protection. Recent commercial negotiation experience includes assisting clients in concluding complex web development and web hosting agreements, database development and licensing agreements, software licensing, technology services agreements and employment agreements in health care, manufacturing, financial services, real estate and retail industries. Active in Washington-based policy dialogues regarding state government privacy reform, uniform commercial law, international trade and electronic commerce self-regulation.

Ellis & Aeschliman
(Of Counsel, 1994-present)

Vorys, Sater, Seymour and Pease
(Of counsel, 1991 - 1994)

Schwartz, Kelm, Warren & Rubenstein, Columbus
(Partner, 1987 - 1991; Associate, 1982 - 1987)

Barnett & Alagia, Louisville and Washington, D.C.
(Associate, 1979 - 1982)

Areas of Practice:

Experienced in structuring, drafting and negotiating commercial transactions, corporate governance documents, financing arrangements and technology management agreements, with significant transactional experience, including counseling senior and middle management, regarding:

Computer and technology agreements, for both vendors and users, including hardware and software purchasing, leasing and licensing, custom system and software development and maintenance, distribution agreements and high technology aspects of acquisition transactions, employment law, health data and related fields.

Electronic commercial transactions, including electronic data interchange, electronic funds transfer regulatory compliance (IRS, EPA, SEC), long-term telecommunication services and electronic publishing.

Product distribution, warehousing and specialty retail contracts and relationships.

Mergers and acquisitions for public and private corporations, and financing transactions, secured and unsecured, for both lenders and borrowers, including asset-based financings.

Securities Act and 1934 Act compliance for regional and national public companies, both for transaction-specific and periodic disclosures; excellent familiarity with EDGAR.

Significant experience in international negotiations in public and private forums, with emphasis on Western European activities, including licensing, product distribution, and data export.

Representative Prior Clients

The Limited, Inc.
Triad Systems Corporation
Bank One, Columbus
Victoria's Secret
Wal-Mart
World Bank
CompuServe
Electronic Data Interchange Association
Healthcare EDI Corporation
Comprehensive Technologies, Inc.
Buckhorn, Inc.
Universal Postal Union (United Nations organization)
U.N. Conference on International Trade and Development
Wendy's International, Inc.
Eurocard, Inc.
Sterling Software, Inc.

Significant Professional Accomplishments 

ECLIPS--Electronic Commerce, Law and Information Policy Strategies a program of the Ohio Supercomputer Center

Program Director, July 1994 – April 1998

Founded and developed the nation's first full-time academic research program on the laws and policies governing electronic commerce and emerging global, regional and local information markets. ECLIPS was fully funded from state, federal, international and private sector grants and contributions. Research emphasized the regulatory aspects of automating international trade communication; the creation, structure and governance of digital networks, exchanges and databases; the necessary legal standards to govern government services and the electronic interfaces between government and commerce; and the development of effective technology solutions for enhancing the economic values of information assets in electronic form.

American Bar Association, Section of Business Law
Committee on Cyberspace Law

Founding Chair, December 1995 – August 1998

This committee, now with over 1,100+ business lawyers, examines and develops legal solutions for the challenges of business in cyberspace (http://www.abanet.org/buslaw/cyber). The Committee is comprehensively involved in:

electronic commerce
electronic financial services
digital intellectual properties
information infrastructure
interactive services
international transactions

Currently, the Committee is executing over 30 independent projects to contribute to law reform efforts domestically and internationally. See www.abanet.org/buslaw/cyber.

United Nations Economic Commission for Europe
Working Party on the Facilitation of International Trade Procedures

Geneva, Switzerland
Rapporteur on Legal Questions, March 1990 -- March 1996
Legal Advisor, U.S. Delegation, Oct. 1989 -- 1997

Served as one of two legal rapporteurs to the U.N.'s leading effort to facilitate electronic commerce and government. In that capacity, advised the Working Party and over 70 participating nations and international organizations (including the U.S. delegation) on the legal and commercial aspects of implementing electronic commerce in banking, shipping, trade, insurance, health care and government administration. Organized a Legal Rapporteur Team through which substantive projects were completed regarding:

a model trading partner interchange agreement

recommendations on the use of electronic documents in negotiable transactions

surveying the legal barriers to electronic commerce in industries and national legal systems

identifying requirements for harmonizing existing international trade conventions to accomodate electronic commercial practices

Represented the Working Party in the United Nations Commission on International Trade Law (UNCITRAL) to develop the United Nations Model Law on Electronic Commerce.

Internet Law & Policy Forum

Organizing Chair, September 1996 - February 1997

As a funded project of ECLIPS, coordinated a global effort to establish a new non-governmental organization to provide a neutral venue for the development of self-regulatory solutions to the legal and policy challenges of the Internet and harmonized enactments. Responsible for designing working group processes, managing pilot projects, developing international liaisons with national governments and inter-governmental organizations (OECD, G-7, APEC, United Nations, EU) and developing portfolio of available international experts to support future work. See www.ilpf.org.

U.S. Department of State Advisory Committee on Private International Law, Study Group on Electronic Commerce

Member, 1992 - present

Provide continuing counsel to U.S. Department of State on strategic and substantive aspects of international law reform for electronic commerce, including projects at the United Nations Commission on International Law, the Hague Conference and the International Chamber of Commerce.

Substantive Law Reform Projects

Since 1988, by virtue of ongoing responsibilities and opportunities, leadership has been provided, or consistent contributions have been made, to substantive law reform projects, including:

Special Annex to the Convention of the Universal Postal Union on the Communication of Electronic Postal Data (Universal Postal Union)

Model Electronic Data Interchange Trading Partner Agreement and Commentary (American Bar Association)

Model Interchange Agreement for the International Commercial Use of Electronic Data Interchange (United Nations Economic Commission for Europe)

Recommendation on the Use of Negotiable Instruments in International Trade (United Nations Economic Commission for Europe)

Model National Law on Electronic Commerce (United Nations Commission on International Trade Law)

Uniform Commercial Code, revisions to Articles 2, 2B, 5 and 9 (National Conference of Commissioners on Uniform State Laws)

Uniform Electronic Transactions Act (National Conference of Commissioners on Uniform State Laws)

Ongoing interaction with technical standards bodies, such as ANSI, UN/EDIFACT and ISO

Document Authentication Systems, Inc.

Director, April 1998 to April 1999

Developed and executed the design of DocuGuardÔ --an innovative technology system for creating, signing and managing electronic documents—for state, federal and international government agencies. Duties included full responsibility for developing product design features, marketing and sales strategies and materials, legal and policy resources and direct customer sales and support activities.

OARnet--Regional Internet Access Provider

Columbus
Acting Director, 1994 -- 1995

Served as interim chief executive officer for internet access network serving approximately 750 commercial, government and academic facilities with over 400,000 users. Supervised staff of 20+ in design, installation and management of a leading Internet network operating in nine states. Extensive involvement in vendor and customer relationships, network operations, financial management and similar aspects of rapidly growing, leading edge enterprise. OARnet operates under the auspices of the Ohio Supercomputer Center.

Co-Founder and Editor-in-Chief, July, 1993 -- July, 1996

The Report was a bi-monthly "treatise in progress" published by Clark Boardman Callaghan. The publication was the first of its kind to examine the changing global legal environment for electronic information, emphasizing electronic commerce, information policy and domestic and international trade.

National Conference of Commissioners on Uniform State Laws (NCCUSL) Drafting Committee on Article 2 (Sales) of Uniform Commercial Code

Co-Advisor on Technology Issues for American Bar Association, 1992 -- 1995

Responsible for providing input from ABA membership on proposed sales law reforms (Article 2B) relating to electronic contracting, licensing of software and other intellectual properties, and sales of other technologies and electronic assets (e.g. databases).

Education:

Juris Doctor
Duke University School of Law, Durham, North Carolina
May, 1979

U.S. Law Week Award, 1979
Staff, Law and Contemporary Problems

Master of Arts
and
Bachelor of Arts (Communication)

The Ohio State University, Columbus

June, 1976 (concurrently awarded degrees)

Summa cum laude with distinction in Communication and with honors in the liberal arts

Phi Beta Kappa

Recent Selected Speeches and Presentations (1996-98):

Global Information Infrastructure Commission, Forum on Electronic Commerce, "The Role of Self-regulation for Electronic Commerce", February 1996 (Beijing).

United States Congress, House of Representatives Subcommittee on Domestic and International Monetary Policy Hearings, "The Future of Money: The Potential for Self-Regulation", June 1996 (Washington, D.C.)

G-7 International Workshop on Electronic Commerce, "Legal Aspects of Global Electronic Commerce: The Role of the Private Sector", October 1996 (Rome).

CommerceNet Global Partners Summit, "Internet Commerce from a Global Perspective", October 1996 (Palo Alto).

Pacific Telecommunications Conference, "Building the Legal Framework: The Challenges and Possibilities for Asia-Pacific and the World", January, 1997 (Honolulu).

The World Bank (private briefing), "Electronic Money: Self-regulation of the Future", February, 1997 (Washington, D.C.)

OECD Committee on Consumer Policy (private meeting): "The Role of Industry in Regulation of the Net", March, 1997 (Paris).

UNESCO First International Congress on Ethical, Legal and Societal Aspects of Digital Information, "The Importance of a Legal Framework for Achieving Universal Access", March, 1997 (Monaco).

National Governors Association, USIP Meeting, "Overcoming the Obstacles: Defining a National Forum on Electronic Commerce", March, 1997.

State of Ohio (private briefing for IT management), "Strategies for Electronic Public Access: Recommendations for the Information Age", April, 1997 (Columbus).

The Conference on High Speed Computing [Lawrence Livermore National Laboratory], "Regulating the Net: The Models of Governance", April, 1997 (Oregon).

Intergovernmental Technology Conference, "Defining the Balance for the Information Age: The Commercial Sale of Public Information", April, 1997 (Columbus).

SmartCard Forum Legal and Public Policy Symposium, "Setting the Vision", May, 1997 (McLean, Virginia).

Forbes Cyberstate Symposium, "Connecting Commerce and Government: The Policy Agenda", November 1997 (Columbus).

Forbes Chief Financial Officer Conference, "Electronic Commerce: Winning a Game without Rules", May, 1998 (Chicago).

Forbes Cyberstate Symposium, same title, October 1998 (Cleveland).

Publications:

Public Access in the Information Age: A Policy for Ohio (ECLIPS, 1997).

Strategies for Electronic Public Access to Ohio Government: Recommendations for the Information Age (ECLIPS, 1996).

The Ohio Internet Advisory Committee: An Assessment and Report (ECLIPS, 1996).

Electronic Information in Ohio Governments: Defining Public Access for the Information Age (ECLIPS, 1996).

The Sale of Information by Michigan Governments: An Analysis and Report (ECLIPS, 1995).

Electronic Data Interchange Agreements: A Guide and Sourcebook (with Amelia H. Boss), International Chamber of Commerce; Paris, 1993.

The Legal Facilitation of International Electronic Commerce: Current Initiatives and Future Directions, UN Doc. No. UNCTAD/DDM4/No.1 (United Nations Conference on Trade and Development, 1992).

The Commercial Use of Electronic Data Interchange -- A Report and Model Trading Partner Agreement (as Reporter), American Bar Association, 1991 (also published at 45 Business Lawyer 1645 (1990)).

Articles and Papers

Electronic Commerce

"The Commercial Realities of Securing Enterprise Data on the Net", The DataLaw Report, 4 (July, 1995;Vol.3., No.1).

"The Acceptability of Facsimile Signatures", The DataLaw Report, 3 (September, 1993; Vol. 1, No. 2).

"International Electronic Commerce and Administrative Law: The Need for Harmonized National Reforms" (with Judith Y. Gliniecki), 6 Harvard J. Law & Tech. 263 (Spring, 1993).

"Defining International Electronic Commerce", 13 Northwestern J. of Int'l Law and Business 1 (Spring/Summer, 1992).

"Confidentiality and Patient Privacy in Community Health Management Information Systems: A Legal Overview and Report prepared with Jacklyn J. Ford for the Ohio Corporation for Health Information Privacy and Confidentiality Task Force (December, 1993).

"Private Trade Data Networks", Transnational Data Report, 1991.

"Commercial Attributes of Data Communication Networks: Some Commercial Realities of Transborder Data Flow", ABA Annual Meeting, Atlanta (Unpublished, 1991).

Private Trade Data Networks: A Commercial Tapestry in Progress", ABA Annual Meeting, Chicago (Unpublished, 1990).

Software Licensing

"A Legislative Response to the Issues of Software Contracting" (with Amelia H. Boss), Commercial Law Annual 1993 (Clark Boardman Callaghan, 1993).

"A Legislative Response to the Issues of Software Procurement--A Report on the American Experience" (with Amelia H. Boss), Software Procurement: Nordic Yearbook of Law and Informatics (Norstedts Juridik, 1992).

"Software Transactions and Uniformity: Accommodating Codes Under the Code", 46 Business Lawyer 1825 (1991).

"Scope of the Uniform Commercial Code: Computer Contracting Cases and Electronic Commercial Practices", 45 Business Lawyer 2533 (1990).

American Bar Association

Subcommittee on Electronic Commercial Practices

Chair, 1994 - 1995, Vice Chair, 1990 - 1994

BNA Electronic Information and Law Report, Board of Advisors

The Journal of Online Law, Board of Advisors

Internet Healthcare Coalition, Advisory Board

Top 40 Under 40 Award, 1993

Awarded by Business First to outstanding business and civic leaders in Central Ohio

Who’s Who in American Law, 1998

Who’s Who in America, 2000

Contact Information

Kirkpatrick & Lockhart LLP
1800 Massachusetts Ave., N.W.
Washington, DC 20036-1800
202.779.9396 jritter@kl.com