Fred D. Zemel Bio:

Fred Zemel has over twenty years of substantial, national experience representing clients in commercial transactions, and counseling clients regarding their business interests. Due to his broad-based, comprehensive background, clients routinely rely on Mr. Zemel’s guidance in structuring, negotiating and closing deals. Mr. Zemel’s core practice areas include:

  • • Commercial Credit Card Financings
  • • Business Law and Commercial Transactions
  • • Intellectual Property and Technology
  • • E-Commerce
  • • Real Estate Redevelopment

Commercial Credit Card Financings:
For over a decade, Mr. Zemel has drafted, negotiated and advised clients regarding commercial credit card financing agreements. In that regard, Mr. Zemel continues to serve as the primary outside counsel to a premier, international bank’s commercial credit card division. In that role, Mr. Zemel is responsible for the preparation and negotiation of commercial card contracts in connection with a Fortune 500 customer base.

Business Law and Commercial Transactions:
Mr. Zemel represents and counsels clients in connection with complex commercial transactions, deal negotiations, and management decisions. Additionally, Mr. Zemel drafts and negotiates asset and stock purchase agreements, stockholder and operating agreements, and corporate organizational documents. Representative deals in which Mr. Zemel has served as lead counsel include:

  • • Investment by private equity firm into regional waste company, with a deal value of approximately $30 million.
  • • Sale of leading national manufacturer of automotive and industrial battery parts and components in leveraged buyout, with a deal value of approximately $40 million.
  • • Sale of a New York regional recycling and waste removal company to a publicly held waste company with a deal value of approximately $300 million.
  • • Acquisition of several divisions of publicly held national waste companies with an aggregate value of deals in excess of $40 million.
  • • Acquisition of an office supply and distribution company with operations in more than twenty-five jurisdictions throughout the United States with a deal value in excess of $40 million.
  • • Acquisition by an established internet social networking site of a division of a well known internet search engine company.

Intellectual Property and Technology/E-Commerce:
Mr. Zemel represents clients in intellectual property and technology matters of all levels of complexity. Mr. Zemel also advises clients regarding website terms of use and data privacy concerns. Examples of technology agreements regularly drafted and negotiated by Mr. Zemel include: software and hardware licensing and development agreements; patent and trade secret licensing agreements; manufacturing agreements; outsourcing agreements; service level agreements; ASP, OEM and VAR agreements; teaming and joint venture agreements; and e-commerce agreements. Mr. Zemel also prosecutes trademarks before the U.S. Patent and Trademark Office and manages outside counsel’s prosecution of foreign trademark applications.

Notable technology-based transactions in which Mr. Zemel has represented clients include:

  • • Serving as lead counsel to a VAR of a leading international data and voice systems manufacturer in connection with licensing, development and maintenance agreements throughout the United States.
  • • Negotiating deal and agreement terms for installation and maintenance of data and voice infrastructure in a newly-constructed, New York area arena for a major professional sports team.
  • • Representing a pharmaceutical research and development company in joint venture, clinical research, consulting, revenue share, and stock purchase agreements, including in connection with Israeli incubator companies.
  • • Counseling clients with respect to cross-border license and development agreements, collocation agreements, domain name purchase agreements and linking agreements.

Real Estate Redevelopment:
Mr. Zemel has served as lead transactional counsel to clients in substantial, sophisticated redevelopment projects in New Jersey. In that regard, Mr. Zemel works closely with our firm’s Land Use and Environmental teams in drafting and negotiating redevelopment agreements. Notable redevelopment projects in which Mr. Zemel has served as lead counsel include:

  • Wesmont Station Redevelopment: redevelopment of over 70 acres of the Curtiss Wright facility in Wood-Ridge, New Jersey as a residential, transit village, providing for over 800 new residential units and supporting mixed-use.
  • New Jersey Transit Wesmont Station Facility: joint development with New Jersey Transit of a commuter train station facility and supporting infrastructure in Wood-Ridge, New Jersey.
  • Peninsula at Bayonne Harbor: redevelopment of the two mile, man-made peninsula formerly known as the Military Ocean Terminal at Bayonne as a residential and mixed-use development, including multi-phased development and supporting significant infrastructure development.

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Copyright Victory Gives Google Library Project the Green Light
Posted on Wednesday November 04, 2015

Introducing the Google Library Google, Inc. can finally move forward with its digital book project, the Google Library, which allows users to search and preview excerpts from books online. The Second Circuit Court of Appeals recently ruled that the project constitutes “fair use” under copyright law. The Digital Book Project So how does it work? Starting in 2004, Google scanned more than 20 million books. The search giant displays 20 percent of the text in an online query and then allows consumers to purchase the entire book through its online marketplace, Google Play. While the idea is revolutionary, it is […]

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Ninth Circuit: DMCA Takedown Notice Requires Fair Use Analysis
Posted on Tuesday October 06, 2015

For copyright holders, the Digital Millennium Copyright Act’s (DMCA) takedown procedures provide a relatively quick and easy way to address online copyright infringement. However, according to the Ninth Circuit Court of Appeals, some copyright holders have been abusing the extrajudicial takedown procedures by declining to first evaluate whether the content qualifies as fair use. As previously discussed on this blog, the DCMA requires Internet service providers to “respond expeditiously to remove, or disable access to, the material that is claimed to be infringing” upon receiving notice of infringing material being posted on their networks. The notification process has become commonly […]

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Could Your Business Fall Victim to a Trademark Scam?
Posted on Friday September 25, 2015

New York and New Jersey businesses are increasingly being targeted by the ever-present threat that is the trademark scam. With that said, it is imperative to be able to discern a potential fraud from legitimate correspondence from the U.S. Patent and Trademark Office (USPTO). The art of the trademark scam flourishes in large part because information about trademark registrants is publicly available online. Scammers use this information, along with official intellectual property terms, to create official looking documents intended to trick individuals and companies into paying erroneous fees and/or signing up for services that they don’t need. Evolution of the […]

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Eat More Kale Trademark Dispute Is A David vs. Goliath Situation
Posted on Friday January 23, 2015

The battle over the Eat More Kale trademark appears to be over. After a much-publicized dispute with fast-food company Chick-fil-A, a Vermont small business owner can now take the final steps to perfect his federal trademark. The trademark row started in early 2011 when folk artist Bo Muller-Moore filed for trademark protection for use of the phrase on hand-screened t-shirts, which are sold in Vermont and across the country via the Eat More Kate website. Chick-fil-A subsequently sent Muller-Moore a cease and desist letter, which demanded that Moore stop using the mark because it is too similar to the company’s […]

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Will Chip-and-PIN Credit Cards Become a Reality for U.S. Consumers?
Posted on Wednesday November 05, 2014

Technology exists that makes credit cards much less vulnerable to fraud. However, it is still not available in the United States. The new system is known as “chip-and-PIN.” As the name suggests, it improves security by inserting a tiny chip into the card, which must be activated by a personal identification number (PIN) when scanned at the point-of-purchase. The current magnetic strip system only requires a user signature and is more readily cloned by criminals. Card issuers and retailers in Europe have embraced chip-and-PIN technology. According to statistics from the United Kingdom Payments Administration, total losses from in-store credit card […]

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New Jersey-Israel Commission (Appointed by Governor Corzine, 2008)

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Government Appointments

In 2008, Governor Corzine appointed Mr. Zemel to the New Jersey-Israel Commission. Created in 1995, the Commission’s mission is to foster increased economic, scientific, educational and cultural relations with the State of Israel. In 2013 Mr. Zemel was reappointed to the Commission by Governor Christie.

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