Derek J. Schaffner

Washington, DC

I leverage my industry experience, business insight, and technology background to help clients achieve their commercial results.

Derek Schaffner counsels clients regarding legal and business issues associated with complex technology transactions and outsourcing engagements from the bid stage through contract execution.

Derek focuses on cloud computing, SaaS, data privacy, information technology sourcing, application development and maintenance, software and systems implementation, business process transactions, integrated facilities management, third party logistics, and licensing. Derek also advises clients regarding intellectual property, information technology, and data security issues in M&A transactions, including due diligence and the negotiation of terms for those items in purchase agreements.

Derek’s representative information technology transactions include the outsourcing of IT infrastructure services and support, managed network services, network security services, application development & maintenance, and telecommunications services. His representative business process sourcing transactions include ERP deployments, the outsourcing of finance & accounting functions, human resource/employee services, and international employee relocation services.

Derek has also represented clients in custom software development agreements, semiconductor chip manufacturing agreements, technology and pharmaceutical licenses, end user license agreements, website development/terms of service agreements, and content/distribution agreements. He has represented clients in a variety of industries with an emphasis on financial services, consumer products, manufacturing, hospitality, health care, energy, mining, and space.

Prior to practicing law, Derek held senior management positions at Microsoft, Xerox, and Accenture.


  • Cornell University, J.D.
  • University of Rochester, M.S. in Information Technology Management
  • University at Buffalo, M.B.A. in Finance
  • University at Buffalo, B.S. in Industrial Engineering

Bar and Court Admissions

  • District of Columbia
  • Maryland
  • New York


  • Global Accounts and Enterprise Sales Controller, Microsoft
  • Enterprise Solutions/Worldwide Customer Marketing Controller, Microsoft
  • Xerox Business Services (XBS) Regional Controller, Xerox
  • Worldwide Planning Manager, Xerox
  • Management Information Consultant, Accenture


  • “Agile Software Development Brings New Contracting Issues,” Law360, June 27, 2016
  • “When Seller Contracts For IT On Behalf Of Acquisition,” Law360, 1 February 1, 2016
  • Quoted in “How to Contract for Outsourcing Agile Development CIO,” Business & Technology Sourcing, July 1, 2016
  • Quoted in “6 Outsourcing Questions to Ask During an M&A,”, January 29, 2016

Honors & Involvement

  • Recognized by Chambers USA as an “Associate to Watch” (2012-2014)
  • Internet editor, Cornell Journal of Law and Public Policy
  • Editor-in-chief, The Legal Information Institute, Cornell University

Speaking Engagements

  • “Successfully Navigating Open Source in a Commercial Context,” Synopsys FLIGHT Conference, May 2022
  • “Agile Software Development Agreements,” Strafford Webinars, September 2021 and 2018
  • “SaaS Agreements: Top Pitfalls,” Federal Bar Association, February 2019
  • “Structuring Cloud Computing Agreements after Wayfair,” Strafford Webinars, November 2018
  • “Contracting for Agile Software Development,” Sourcing Interest Group Global Summit, March 2017