Jonathan S. Berg is a member of Bodman’s Enterprise Procurement, Business Law, and Intellectual Property Practice Groups, helping clients efficiently negotiate and structure hundreds of transactions with a myriad of vendors and other parties across a spectrum of business relationships that equal millions of dollars in spend.
He has developed specific experience in the areas of information technology, computer software and hardware, business process and technology outsourcing, automotive, professional and consulting services, mortgage and loan products and services, and transportation and logistics. He also represents clients involved in a variety of business and intellectual property matters including manufacturing, procurement, and supply arrangements, technology development and license agreements, corporate organization, mergers and acquisitions, securities offerings, and a broad range of other commercial transactions.
For nearly two years, Mr. Berg served an extended in-house assignment as corporate counsel at a major Tier-1 automotive supplier, Lear Corporation. In that capacity, he advised on commercial and operational matters including purchase and supply contracts, terms and conditions, equipment purchases and sales, warranty and recall issues, customer and supplier disputes, and distressed supplier issues.
Mr. Berg is recognized as a “Rising Star” in Michigan Super Lawyers 2016 under Business/Corporate and a 2017 "Top Lawyer" by DBusiness magazine.
In law school, Mr. Berg served as Executive Editor of the University of Detroit Mercy Law Review and was a member of the Moot Court Board of Advocates. Based on his academic performance, Mr. Berg was a member of the Frank Murphy Honor Society and Alpha Sigma Nu Jesuit Honor Society and received the merit-based Virginia Leo Sirotnak Scholarship and the Dean's Scholarship.
Honors, Awards, and Recognition
- "Rising Star," Michigan Super Lawyers, 2014-2016
- DBusiness Magazine, “Top Lawyers,” 2017
- State Bar of Michigan
- Business Law Section, 2007-2016
- Information Technology Law, 2015-2016
- Intellectual Property Law, 2015-2016
- Oakland County Bar Association, 2016
- Lakeshore Bar Association, 2016
Civic, Cultural and Community Activities
- Leadership Oakland
- Class LOXXVII Participant, 2016-2017
- Co-Author, Towing the Line: An Analysis of Drag-Along Rights Under the Michigan Business Corporation Act, Michigan Business Law Journal (Fall 2008).
- “SEC Accounting and Legal Update,” Co-Presenter, UHY Annual Accounting & Regulatory Update, December 4, 2014, Troy, MI.
- “Conflict Minerals,” Co-Presenter, UHY Annual Accounting & Regulatory Update, December 4, 2013, Troy, MI.
Pro Bono Activities
- Assisted a start-up company with reviewing and negotiating an agreement with a local developer to design and create a mobile web application to provide real-time water bill estimates and an agreement to provide the application to a local water department.
Mr. Berg's representative matters include:
Mortgage Loan Origination, Sale, and Servicing Agreement
Negotiated a mortgage loan origination, sale, and servicing agreement for a large domestic bank with another financial institution. The other financial institution's standard form agreement failed to provide adequate protections to the client. Mr. Berg was able to negotiate additional warranties, more favorable servicing terms, and other legal protections for the client.
Business Process and Technology Outsourcing Agreement
Negotiated an agreement for the outsourcing of a large domestic bank’s consumer lending servicing operations. The transaction included drafting and negotiating a services agreement with the vendor for both business processes and technology solutions and involved millions of dollars in spend. Mr. Berg worked with the client to obtain a number of changes to the terms of the agreement to meet the client's business needs and to provide additional protections to the client.
Software License Agreement
Negotiated an agreement for the license of software and implementation services for a client with a large software company. The project required the negotiation of a single master software license agreement to replace multiple existing license agreements. Mr. Berg worked with the client to obtain a number of changes to the business terms of the agreement, structured the license terms to meet the client’s needs, and negotiated more favorable warranty, indemnity, and limitation of liability provisions that provided additional protections to the client.
Software License Agreement for Wire Transfer
Negotiated an agreement for the license of new wire transfer software and implementation services for a large domestic bank to replace its existing software. The project required the negotiation of a new master software license agreement, an implementation statement of work, and multiple license schedules. Mr. Berg worked with the client to structure the agreement documents to mitigate legal and operational risks, addressing key operational components such as testing and acceptance and service levels and negotiating more favorable warranty, indemnity, and limitation of liability provisions that provided additional protections to the client.
Merchant Processing Services Agreements
Negotiated multiple agreements for a large domestic bank to transition to a new vendor for credit card processing services. The project included the negotiation of a transition services agreement with the old vendor, a new master agreement and multiple service schedules with the new vendor, and development of new template agreements for the bank to use with its merchant processing customers. Mr. Berg worked with the client to efficiently negotiate key business and legal terms with the new merchant processor to address key issues with the old processor.
Mortgage Loan Origination System Outsourcing Transaction
Negotiated agreements for multiple domestic banks for the license of new software-as-a-service (SaaS) products for loan origination and related implementation services to replace the banks’ existing software. The projects required the negotiation of new master license agreements, implementation statements of work, and license schedules. Mr. Berg worked with the banking clients to ensure that the contracts complied with application regulations, mitigated legal and operational risks such as data breach, and guided the clients through the maze of legal provisions such as warranty, indemnification, and limitations of liability.
Payroll Processing Services Agreements
Negotiated a payroll processing agreement with a new vendor to provide payroll processing services to the bank’s customers. The project included the negotiation of the payroll processing agreement with the vendor and the development of a new payroll processing agreement template for the bank to use with its payroll processing customers. Mr. Berg worked with the client to ensure that the vendor agreement mitigated both legal and operational risks, and that the customer payroll processing agreement included all terms required by the vendor.
Agreements for ERP Systems
Negotiated agreements for numerous clients for the procurement of new Enterprise Resource Planning (ERP) systems. The projects required the negotiation of new master service agreements, implementation statements of work, and license orders. Mr. Berg advised the clients on key operational components such as testing and acceptance, data security, and service levels in addition to key legal provisions such as warranty, indemnification, and limitations of liability to ensure that the contracts included adequate protections for the client.
Negotiated reseller agreements for numerous clients. The projects required the negotiation of reseller agreements with resellers for the procurement of third party software, hardware, and services. Mr. Berg advised the clients on key operational and legal risks regarding reseller arrangements such as return of products, intellectual property infringement indemnification, pass-through warranties, and liability allocation.
Successfully assisted a client in executing a complex, international acquisition with a U.S. based company in South America and Europe. The transaction presented various tax, employment, and intellectual property issues. Mr. Berg assisted the client with due diligence review, drafting, and negotiating transaction documents and IT transition services and software license agreements, and working with local counsel in South America and Europe to comply with complicated cross-national laws and regulations.
- 05/17/2017THE ENTERPRISE PROCUREMENT GROUP UPDATE | UNCERTAINTY SURROUNDING DODD-FRANK AND OTHER REGULATIONS
- 12/27/2016Jonathan Berg Selected for Leadership Oakland
- 11/17/201627 Bodman Attorneys named “Top Lawyers 2017” by DBusiness Magazine
- 09/01/201648 Bodman Attorneys Listed in Michigan Super Lawyers 2016
- 09/28/201551 Bodman Attorneys Listed in Michigan Super Lawyers 2015
- University of Detroit Mercy School of Law, J.D., magna cum laude
- Miami University, B.A.
- State Bar of Michigan
- American Bar Association