John S. Wagster

Nashville
T 615.251.5586
F 615.251.5551
The Pinnacle at Symphony Place
150 3rd Avenue South, Suite 1900
Nashville, Tennessee 37201

John has unique experience helping U.S. companies forge cross-cultural contractual agreements around the world using industry best practices and western style contracts. John also focuses on technology-related commercial agreements with a particular interest in the automotive space, cryptocurrencies and blockchain technology. An essential element to his approach is to let the business terms, rather than the legal structure of a business opportunity, define the relationship.

John represents OEMs and suppliers in the automotive industry as they interact to build best practices and hold each other accountable in the rapidly emerging connected car/autonomous vehicle arena. He also represents blockchain developers and investors launch digital tokens through Initial Coin Offerings ("ICOs"). John has extensive experience with international transactions and serves as chair of the firm's China desk.

John has hands on experience with all types of software and technology agreements including: software development,  licensing, subscription and reselling agreements; digital token and cryptocurrency; outsourcing (onshore and offshore) agreements; hosting agreements; private and public cloud infrastructure and application hosting; service level agreements; maintenance and support agreements; training and installation agreements; software acceptance procedures; commission agreements; data sharing and privacy agreements; IT security policies (BCP and VTA); Value Added Reseller (VAR) Agreements; Original Equipment Manufacturer (OEM) Agreements; and open source software.

John joined Frost Brown Todd after serving seven years as General Counsel and EVP to Freeborders, Inc., a California-based technology services company with offices in North America, Europe and Asia. Freeborders, now Symbio, specializes in custom software development and consulting services. John has also served as a professional staff member of the United States Senate Committee on the Budget and as Staff Director of a Subcommittee of the United States Senate Committee on Governmental Affairs. In these positions he focused on non-Medicare health care funding and led numerous investigations in waste, fraud and abuse in federal programs including: health care reimbursement, the General Services Administration and the Department of Defense.

Representative Matters

  • Represents automotive OEMs and suppliers with research and development contracts related to connected car technologies and autonomous vehicles.
  • Assists with the drafting of white papers and related legal documentation surrounding the issuance of digital tokens through Initial Coin Offerings.
  • Represented European and Chines domiciled entities in the sale of connected car applications to OEMs in the US and Europe.
  • Provided legal, strategic and management assistance to Freeborders, Inc. from the start-up phase to 850 employees while expanding from one office in California to 11 offices in seven countries.
  • Negotiated the largest (at the time) U.S. to China technology outsourcing deal with a total contract value of $270 million.
  • Negotiated a U.S./Swiss/China technology outsourcing deal that won the Forbes Magazine/Everest Group Outsourcing Excellence Award for Europe.
  • Negotiated the federal government lease and helped arrange the $300 million financing for the Portals Building in Washington, D.C., current home of the Federal Communications Commission.
  • Initiated and led a number of waste, fraud, and abuse investigations on behalf of U.S. Senate Committees resulting in policy changes and budget cuts worth tens of millions in federal savings.

Memberships & Affiliations

  • Nashville Chamber of Commerce, International Business Council, Board Member
  • American Bar Association
  • Tennessee Bar Association
  • International Association of Privacy Professionals

Civic & Charitable Organizations

  • First Presbyterian Church, Elder
  • Delta Waterfowl Association, Middle Tennessee Chapter, Co-Chairman
  • Nations Ministry Center, Board Member (Chairman Emeritus)

Non-FBT Publications and Events

Speaker and Panelist, Business Without Borders, HSBC and The Wall Street Journal, Los Angeles, CA, April 20, 2011; San Francisco, CA, April 21, 2011

Speaker and Panelist, Protecting Intellectual Property, the Facts Behind the Buzz, Webinar, The Center for CIO Leadership, November 9, 2010

Co-Author, "When Sharing is Not Caring, How to Protect Data When Outsourcing", Co-Author Paul Liu, Globalization Today, March 2010; China Information World, January 17, 2011

Co-Author, "Hypervigilance, Protecting you Intellectual Property in a Flat World", Co-Author Paul Liu

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