John S. Wagster
John has unique experience helping 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 blockchain technology, cryptocurrencies and the automotive space. 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 scores of clients across the blockchain ecosystem, including issuers of digital tokens through Initial Coin Offerings (ICOs), providers of distributed applications (DAPPs) cryptocurrency hedge funds, exchanges, consultants and marketers. John also 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. Finally, John has extensive experience handling complex cyber security incidents and serves as chair of the firm's China desk.
John has hands on experience with all types of software and technology agreements including: blockchain-based distributed applications, software development, licensing, subscription and reselling agreements; digital tokens 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.
- Represents scores of ICOs and issuers of digital tokens through all aspects of the token generation process from entity set up, pre-sales, crowd sale, state and federal regulatory compliance, bank secrecy act (AML/KYC) compliance, intellectual property management and vendor relationships.
- Represented a retail restaurant chain handling all legal aspects of a nationwide payment card data breach, including establishment and coordination of an incident response plan, management of IT vendors, negotiations with franchisees, vendors, payment processors, banks and card brands, compliance with state and federal notification requirements, and coordination with law enforcement.
- Represents automotive OEMs and suppliers with research and development contracts related to connected car technologies and autonomous vehicles.
- Represented European and Chinese 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
Recent Blog Posts
- Emerging blockchain-industry is focus of TokenizeTN skull session at ECD
- Blockchain Law with Wags
- Blockchain: Will Gov. Haslam affix his name to electronic transactions amendment?
- FinCEN Policy Positions Offer Murky Guidance for ICOs
- 5 Issues to Consider Before Jumping Into Cryptocurrency Mining
- Law firms are adapting to the crypto environment
- Legislation could codify blockchain in Tennessee
- Beacon Center poll says State incentive wasteful, while Entertainment, Blockchain, other industries mobilize for Capitol Hill action
- National law firm Frost Brown Todd accepting bitcoin for payment
- Nashville-linked RecordGram to launch $300MM TUNE token sale
- Lawyers Can Accept Bitcoin—But Must Exchange ASAP, Nebraska Says
- More Law Firms Are Accepting Bitcoin Payments
- Is this the next financial scandal waiting to happen?
- Law Firm Now Accepting Bitcoins
- Cybersecurity Spells Trouble For New York Firms
- Venture Notes - 15 August 2017
- ICO's and the Fed's two minute warning
- With Nashville tech players aboard, Po.et Foundation reports $10MM funding
- Advisors: FBT attorney Josh Rosenblatt deep-dives Blockchain
- Yahoo breach data reveals the need for ethical breach reporting
- Nexteer on Crest of Expected Wave of Chinese Auto Investment
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
Interview, "#BlockchainProfiles - Meet John Wagster of Frost Brown Todd LLC,"FintekNews, April 15, 2019.
Speaker, "Laying a Foundation for Success: State Initiatives in Blockchain," Distributed: Health 2017, September 25, 2017
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