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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Protecting Intellectual Property on the Global Stage
Posted on Friday September 05, 2014

In today’s global economy, it is imperative for businesses of all sizes to have an international intellectual property (IP) strategy. Failing to safeguard your valuable patents, trademarks and copyrights when contracting with partners overseas, particularly in China, can lead to costly lawsuits and other legal headaches. International IP protection is important because legal protections obtained in the United States, such as patents and trademarks, generally have no effect in a foreign country. Therefore, businesses must take additional steps to safeguard their IP rights in other jurisdictions. Below is a brief summary of the legal issues encountered when seeking to protect […]

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Monkey “Selfie” at Center of Copyright Dispute
Posted on Tuesday August 26, 2014

A recent copyright dispute highlights that even the animal kingdom is not immune from the “selfie” craze. British photographer David Slater contends that he owns a photograph taken by an Indonesian macaque that stole his camera. Meanwhile, Wikipedia contends that the image, which is posted on one of its websites, rightfully belongs in the public domain. According to media accounts, Slater traveled to Indonesia to capture the crested black macaque. While he was shooting, one of primates hijacked his camera and took over 100 pictures. Not surprisingly, one of the photos she took of herself went viral after Slater posted […]

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Redskins Redux: Does Your Trademark Pass Muster?
Posted on Wednesday July 02, 2014

Even if your business has a strong trademark, the U.S. Patent and Trademark Office (USPTO) can still deny the application on a number of other grounds. The agency recently cancelled six trademarks held by the Washington Redskins football franchise. Disparaging Trademarks The USPTO decision is the result of more than a decade of litigation over whether the trademarks disparage American Indians. Under Section 2(a) of the Lanham Act, trademarks “which may disparage or falsely suggest a connection with persons, living or dead, institutions, beliefs, or national symbols, or bring them into contempt, or disrepute” are prohibited from federal registration. In […]

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Protecting Your Start-Up Company’s Intangible Assets
Posted on Monday May 26, 2014

In its early stages, many of your business’s most valuable assets cannot be seen. It isn’t the size of your bank account, but your ideas that matter. For example, even before you make your first sale, your company likely has a name, a logo, a business plan, customer list, and maybe even a new invention. All of these assets are worthy of protection. Many start-up companies are unsure about when it is the right time to register trademark, file patent applications, and take other steps to protect their intellectual property. The short answer — it is imperative to act quickly. […]

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Third Circuit Copyright Ruling Clarifies Rights of Co-Authors
Posted on Tuesday February 11, 2014

The Third Circuit Court of Appeals recently issued two precedential rulings regarding copyright law. Both came from the court’s decision in Brownstein v. Lindsay. The court’s first holding allows co-authors more time to file claims, while the second limits the authority to cancel copyright registrations to the U.S. Copyright Office. The Facts of the Case The New Jersey intellectual property lawsuit involved the copyrights to a computer program known as the Lindsay Cultural Identification Determinate (LCID). Defendant Tina Lindsay created the rules for the marketing system, while Plaintiff Peter Brownstein wrote the underlying computer program. Together, they formed a company […]

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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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