John S. Wagster

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 in helping U.S. companies forge cross-cultural contractual arrangements around the world using industry best practices and western style contracts. 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 comes to Frost Brown Todd after serving for 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. His responsibilities included global legal strategy; mergers and acquisitions; establishing, filing and maintaining legal entities and intercompany agreements for all subsidiaries; customer, vendor and strategic contract negotiations; customer, vendor and employee contract management and dispute resolution; partnership and alliance agreements; Foreign Corrupt Practices Act compliance; identifying, evaluating and selecting foreign partners and office locations; cross-cultural employee management; and overseeing outside counsel as necessary.

John has hands-on experience with all types of software and technology agreements including: software development, licensing, subscription and reselling agreements; outsourcing (onshore and offshore) agreements; hosting agreements; digital marketing 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.

In addition to technology work, John assists clients with matters relating to federal administrative law and international business transactions in the Americas, Europe, Asia and the Middle East.

John has also served as 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. From these positions he specialized in non-Medicare health care funding and led numerous investigations into waste, fraud and abuse in federal programs including health care reimbursement, the General Services Administration and the Department of Defense.

Representative Matters

  • 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 eleven offices in seven countries
  • Negotiated the largest (at the time) US to China technology outsourcing deal with a total contract value of $270 million
  • Negotiated a US/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, DC, current home of the Federal Communications Commission
  • Initiated and led a number of waste, fraud and abuse investigations on behalf of US 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