Marc Cunningham Email & Phone Number

Legal support for numerous types of advertising initiatives in various media, such as: affiliate marketing; billboards; blogs; computers; contests; direct marketing; emails; endorsers; events; gift cards; green marketing; influencers; internet; keyword searches; magazines; mobile; movies; network marketing; payment processors; phones; print; producers; product placement; promoters; promotions; push campaigns; radio, retail packaging; robocalling; search engine optimization (SEO); social media; sponsorships; store displays; subscriptions; surveys; sweepstakes; transportation (airplane, balloon, boat, bus, truck, train); telemarketing; television; viral marketing; word-of-mouth.Negotiation and drafting of agreements related to advertising, such as: agency; co-branding; co-production; co-promotion; confidentiality; data privacy; data sharing; distribution; end user; endorsement; licensing; manufacturing; non-circumvention; non-competition; non-disparagement; non-disclosure (NDA); non-interference; non-solicitation; outsourcing; procurement; royalties; sales; sponsorship; talent.Review of proposed advertising copy for various industries, such as: apparel; banking; biologics; communications; consumer products; consumer services; cosmetics; credit counseling; debt management; dietary supplements; drugs; electronics; entertainment; fashion; financial services; foods; healthcare; home products; hospitality; life sciences; manufacturing; media; medical devices; pet products; pharmaceuticals; software; telecommunications.Review of proposed advertising copy for issues that might violate the 1917 Federal Trade Commission Act (FTC), with particular focus on red-flag issues violating “evidence-based” substantiation of claims about: health and safety; advertisement of free products; 900-numbers and other pay-per-call services; textile safety; authenticity of jewelry and "green" claims.

Adtech agreements, contracts, documents, drafting, legal support, managing, negotiating, structuring, such as: ad content providers; ad development; ad servers; ad publishers; adtech contract templates; adtech corporate policies adtech negotiation playbook (with strategies keyed to every contract clause, section and sentence); business to business (B2B); business to consumer (B2C); data analytics; data analytics providers; data licensing; data mapping; data optimization; data protection; dataset management; master agreements; master services agreements (MSAs); data exchange agreements; data management agreements; data management platform (DMP); data privacy agreements; data privacy impact assessments; data processing agreements; data security agreements; digital advertising agreements; digital advertising businesses; digital service provider (DSP); insertion orders (IOs); media buying agreements; modifications of IAB terms and conditions; privacy by design; supply-side platform (SSP); search engine optimization (SEO); targeting. Adtech typical ad-tech-related legal tasks: adtech training; annual certification reviews; annual compliance reviews; consumer protection; creating customer profiles; Federal Trade Commission (FTC) enforcement actions; intellectual property; responses to Federal and state regulators; research and development (R&D); retail mobile location analytics (RMLA); use of email matching programs to create and share audience groups with third parties; using audience-matching tools from social media websites to create adtech campaigns targeted at certain groups; using refined data from third-party sources to create customized reports on individuals or groups; using information gleaned relationship management platforms (RMPs) to create reports on individuals or groups.

Advertising agreements, contracts, documents, drafting, forms, guidelines, legal support, managing, negotiating, playbooks (with negotiating strategies for sales personnel keyed to every template clause, section and sentence), policies, procedures, processes, protocols, research guides, specifications, structuring and templates for cross-border, domestic and global transactions, such as: advertising agency; advertising copy review; affiliate marketing; appearance release; billboards; blogs; celebrity endorsement; commercial use; concert tour sponsorship; content license; contests; cross-marketing; direct marketing; emails; endorsement and testimonial release; endorsers; events; exhibition space; focus group participation and release; gift cards; green marketing; internet; interview release; kidfluencers; keyword searches; managing material connection disclosure requirements through written corporate endorsement policies; market research; marketing and promotion master services; master online marketing services; mobile; movies; network marketing; payment processors; phone; print; print publication advertising; prize supplier; product placement; promoters push campaigns; public relations; publicity waiver and release; radio; retail packaging; robocalling; single event; smart phones; social media influencer; software license; speaker engagement; sponsorships; store displays; subscriptions; surveys; sweepstakes; transportation (airplane, balloon, boat, bus, truck, train); telemarketing; television; viral marketing.

Compliance with US Federal Trade Commission (FTC) guidelines, such as: August 13, 1979 FTC Statement of Policy Regarding Comparative Advertising; December 17, 1980 FTC Statement of Policy on Unfairness; October 14, 1983 FTC Statement of Policy on Deception; August 2, 1984 FTC Statement of Policy Regarding Advertising Substantiation Program; May 1, 1994 Enforcement Policy Statement on Food Advertising; August 8, 1995 FTC Guide Concerning Use of the Word "Free" and Similar Representations; Guides Concerning Use of Endorsements and Testimonials in Advertising 16 CFR 255. Compliance with various US advertising agencies, guidelines and laws, such as: Comprehensive Smokeless Tobacco Health Education Act (CSTHEA); Consumer Financial Protection Bureau (CFPB); Controlling the Assault of Non-Solicited Pornography And Marketing Act (CAN-SPAM Act); Do Not Call Implementation Act (DNCIA); Do Not Call Registry Act (DNCRA); Drug Price Competition and Patent Term Restoration Act (DPCPTRA); Fair Packaging and Labeling Act (FPaLA); Federal Communications Commission (FCC); Federal Trade Commission (FTC); Food and Drug Administration (FDA); Fur Products Labeling Act (FPLA); Telemarketing and Consumer Fraud and Abuse Prevention Act (TCFAPA); Telemarketing Fraud Prevention Act (TFPA); Telephone Disclosure and Dispute Resolution Act (TDDRA); Textile Fiber Products Identification Act (TFPIA); Wool Products Labeling Act (WPLA).Compliance with various global advertising agencies, guidelines and laws, such as: Australia Advertising Standards Bureau (AASB); Canadian Code of Advertising Standards (CCAS); Advertising Standards Canada (ASC); European Union (EU) Directive 2006/114/EC - misleading advertising; Ireland Advertising Standards Authority (IASA); New Zealand Advertising Standards Authority (NZASA); South Africa Advertising Standards Authority (SAASA); United Kingdom (UK) Advertising Standards Authority (ASA); Committee of Advertising Practice (CAP).

(Part 1 of 2)Commercial agreements, contracts, documents, drafting, forms, guidelines, legal support, managing, negotiating, playbooks (with negotiating strategies for sales personnel keyed to every template clause, section and sentence), policies, procedures, processes, protocols, research guides, specifications, structuring and templates for cross-border, domestic and global transactions, such as: acquisition; advertising; agency; amendments; application service provider; assignment; beta testing; bill of sale BoS); bill of lading (BoL); business associate (BAA); business development; business formation; business operating; business process outsourcing (BPO); business purchase; change orders; claims; cloud services; co-branding; co-location; co-marketing; confidentiality; construction; consulting; content delivery; contract manufacturing; copyright license; data processing; data transfer; data use; deed; Defense Acquisition Regulations System (DARS); Defense Federal Acquisition Regulation (DFAR); director services; distribution; ecommerce; employee invention assignment and confidentiality agreement (EIACA); employee transfer; employment; end user license (EULA); enterprise services; enterprise software licenses; equipment leases; escrow; exclusive manufacturing; Federal Acquisition Regulation (FAR); Federal Acquisition Regulation Supplement (FARS); financing; franchising; general sales; guarantees; hosting; indemnification;

(Part 2 of 2)inbound licensing; independent contractor; influencer; intellectual property distribution; joint venture (JV); labeling; labor; letter of credit (LOC); letter of intent (LOI); licensing; loans; manufacturing; maritime (dredging, pier repair, ship rental, purchase and sale); marketing; master purchase; master services (MSA); material transfer (MTA); memorandum of understanding (MOU); modeling; mortgages; non-circumvention; non-compete; non-disclosure (NDA); non-disparagement; non-disturbance; non-interference; non-solicitation; operations and maintenance (O&M); outbound licensing; outsourcing; parent guarantees; partnership; photography release; Procedures, Guidance, and Information (PGI); procurement; product placement; project labor; promissory note; promotion; provider; purchase order (PO); real estate; real estate leases; rental; request for information (RFI); request for proposal (RFP); request for qualification (RFQ); request for solicitation (RFS); research and development (R&D); revenue sharing; sales; security; service-level (SLA); services; settlement; shareholder; software as a service (SaaS); software development; software distribution; software licensing; solar energy; sourcing; sponsored research; sponsorship; statement of work (SOW); strategic alliance; strategic partnership; supply chain; teaming; technology license; telecommunications; terms of use; transportation (air, land and sea); vendor; warranty; web development; web hosting.

• Drafting and negotiating distribution agreements and exclusive distribution agreements for goods purchased by a dealer or distributor directly from the manufacturer for resale either to sub-dealers or sub-distributors or to retail vendors.• Particular attention to provisions of concern to both parties, such as covenants, duration, events of default, exclusivity, marketing rights, representations, reporting requirements, supply terms and conditions, territory terms and conditions, trademark use, renewal, termination, warranties.

• Legal support for the strategic planning to accentuate the advantages of business process outsourcing (BPO), such as better quality and performance, cost efficiency, higher flexibility within the enterprise by outsourcing low return-on-investment (low-ROI) non-core activities to outside organizations so that the enterprise can concentrate on high return-on-investment (high-ROI) core activities, concentrating on core functions, more competitive advantages, more global presence.• Strategic planning to mitigate the disadvantages of BPO, such as communication issues (due to the communications equipment compatibility issues, differences in time zones and language issues), lack of strategic alignment (the outsourcing firm may just be concerned with performing one repetitive function, rather than having an awareness of why it is performing such function), legal application (since many outsourcing firms are located in foreign countries, there may be difficulty enforcing contracts in the courts of such foreign countries), overdependence on service providers (thus potentially increasing spend for those outsourced processes above what the spend might be for performing such processes internally), unstable foreign governments (many outsourcing firms are located in foreign countries often subject to periods of political unrest that might disrupt or terminate operations), quality control (due to different work practices in foreign countries).

• Application of BPO to legal functions such as administrative tasks including accounting and billing, document review and management, intellectual property administration, legal animation and graphics for courtroom exhibits and presentations, legal coding, legal research, legal transcription, litigation support, records management and retention, secretarial work.• Types of typical contract structures for legal process outsourcing (LPO) include the direct contract (the most common means of establishing the contractual LPO relationship, in which the firm needing legal services contracts directly with an LPO provider), managed outsourcing (in which the firm requiring LPO services establishes contact with an LPO provider, but then retains another law firm directly to coordinate such provider's activities and to ensure quality control), required outsourcing (in which the firm requiring LPO services mandates only a limited extent of outsourcing, either to diminish the external cost or to fulfill statutory or confidentiality requirements), multi-sourcing (the most complex form of LPO, in which the outsourced work is parsed among various LPO providers in order to reduce risk and to take advantage of each provider's strengths, helpful in cases where different expertise is required for different tasks in a case, and also helpful in attempting to play one LPO provider against another, in order to get better pricing).

• Cannabis is classified as a Schedule I substance under the Controlled Substances Act (CSA), and thus distribution, production or use of cannabis in any form is a Federal offense. • Familiarity with state laws regulating cannabis (which is still illegal at the Federal level) for medical and recreational purposes, such as California, Colorado, Delaware, the District of Columbia, Florida, Illinois, Maryland, Massachusetts, Nevada, New Jersey, New York, Ohio, Pennsylvania and Washington.• Consultation for cannabis growers, distributors, processors and investors regarding issues such as advertising, branding, commercial transactions, compliance, corporate governance, cross-border (Canada and Mexico) transactions, dispositions, distribution, edibles, employment and labor law, export, financing, franchising, import, infused products, intellectual property (IP), international transactions, licensing and registration, litigation, logistics, mergers and acquisitions (M&A), privacy, real estate, regulatory, retail, supply chain, taxes, transportation.• Working knowledge of and compliance with the applicable laws in United States (US) jurisdictions in which cannabis is fully-legal for all uses.• Working knowledge of and compliance with the applicable laws in US jurisdictions in which cannabis is legal for very restricted uses only.• Working knowledge of and compliance with the applicable laws in US jurisdictions in which cannabis is legal for medical uses only.

• Compliance with applicable regulations and provisions of various Federal agencies and statutes, such as the Agricultural Act of 2014, Agriculture Improvement Act of 2018 (also known as the 2018 Farm Bill), anti-money laundering (AML) statutes, Bank Secrecy Act, Controlled Substances Act (CSA), Department of Agriculture (USDA), Dietary Supplement Health and Education Act (DSHEA), Drug Enforcement Administration (DEA), Financial Crimes Enforcement Network (FinCEN), Food and Drug Administration (FDA), Food, Drug, and Cosmetic Act (FDCA), Food Safety Modernization Act (FSMA), Good Manufacturing Practices (GMPs), Public Health Service Act (PHSA).• Compliance with various California agencies and statutes, such as the Administrative Procedure Act (APA), Adult Use of Marijuana Act (AUMA), Bureau of Cannabis Control (BCC), Compassionate Use Act, Department of Food and Agriculture (CDFA), Department of Public Health Manufactured Cannabis Safety Branch (CDPH), Department of Tax and Fee Administration, Medical Cannabis Regulation and Safety Act (MCRSA), Medical Marijuana Program Act (MMPA), Medicinal and Adult Use Cannabis Regulation and Safety Act (MAUCRSA).• Compliance with the California dual licensing system, in which state licenses are required to operate cannabis businesses, but only businesses with local licenses are eligible to for state licenses, and each city and county also has proprietary rules about obtaining a cannabis license.

Negotiation and drafting of domestic and international agreements, contracts, ancillary documents and templates related to the cannabis business, such as advertising, brand ambassador, cloud services, co-packer, collaboration, collateralization, contribution, cybersecurity, data privacy, data security, debt financing, distribution, due diligence, employment, equity financing, end user license (EULA), independent contractor, infrastructure as a service (IaaS), influencer, insurance, joint venture, loans, letters of intent (LOIs), licenses, logistics, manufacturing, master services (MSA), media, mergers and acquisitions (M&A) definitive purchase agreement (DPA), non-circumvention (NCA), non-compete (NCA), non-disclosure (NDA), original equipment manufacturer (OEM), ownership options, platform as a service (PaaS), privacy, procurement, professional services, promotions, real estate easements, real estate leases – such as absolute triple net, build-to-suit, commercial, direct, gross (full service), double net, ground, hospitality, industrial, kiosk, modified gross (modified net), office, operating, revenue-sharing, single net, store-in-store, synthetic, triple net, warehouse, lease amendments, lease modifications, sale-leasebacks, subleases – real estate mortgages, real estate non-disturbance (NDA), real estate purchases, real estate sales, records management and retention, research, royalties, separation, services (MA), social media, software-as-a-service (SaaS), sourcing, strategic alliance, supply, supply chain, trademark coexistence, transportation, vendor, vesting, white-label.

• Negotiation and drafting of domestic governance documents and templates related to the cannabis business, such as annual reports, articles of incorporation, articles of organization, board committees, board compensation, board structure, corporate bylaws, corporate charter, corporate formation and structure, corporate licenses, corporate policies, corporate procedures, corporate protocols, corporate resolutions, employment handbooks, executive compensation, shareholder agreements, standard operating procedures (SOPs), management plans, minutes of meetings, operations plans, safety plans, security plans, stock purchase agreements, succession plans, transfer of business location, transfer of business ownership, transfer of business license. • Managed Board of Director materials, corporate filings and other corporate records.• Consultation regarding various domestic and international cannabis-related transactions, such as cross-border financing and fundraising – facilitating the interaction of Canadian, European Union (EU), Israeli and United States (US) investors and companies.• Consultation for crisis management situations, such as conflicts of interest, contested takeovers, director elections, foreign corrupt practices investigations, proxy contests, related party transactions, say-on-pay mitigation, shareholder governance proposals, special board committee investigations.

• Legal support for all dispensary operations, including daily management oversight. • Onsite and online training for all employees in the legal aspects of cannabis sales and quality customer service. • Authored and implemented corporate policies and standard operating procedures (SOPs) for the dispensary operations.• Acted as subject matter expert (SME) for employee questions regarding cannabis regulations, rules and statutes.• Collaboration with the internal human resources (HR) executives to provide legal support for dispensary-related issues.• Ensured that all dispensary workers followed the privacy and security best practices outlined in the employee handbook and on the corporate website, relating to inventory control, patient identification, patient registration, product tracking, records retention.• Ensured that all dispensary workers followed the cash management best practices outlined in the employee handbook and on the corporate website, such as accounting for the inventory related to each sale, closing accounts, completing sales, depositing sale proceeds periodically during the day, maintaining inventories, opening accounts, reconciling cash with the point-of-sale (POS) management system, reporting details of each sale to the appropriate governmental database.• Collaborated with executives in various business units such as accounting, inventory, marketing and sales to review and revise all staff management practices, as may have been required.• Provided training to the sales specialists responsible for educating patients about medical cannabis products.

• Consultation regarding state-by-state employment and labor laws related to cannabis-related businesses.• Directed compliance efforts for cannabis-related businesses.• Performed typical employment and labor-related tasks, such as conducting exit interviews, investigations of employee complaints (such as civil rights violations, discrimination, sexual harassment, unsafe workplace, wrongful discharge and wrongful termination) and performance reviews, as well as responding to Equal Employment Opportunity Commission (EEOC) inquiries, United States (US) Department of Labor (DOL) investigations, unemployment claims and Workmen’s Compensation claims.• Authored and implemented paper and online handbooks, playbooks and training materials.• Assisted human resources (HR) in developing metrics to monitor employee performance for each task required to perform the employee’s particular job functions. • Assisted with the investigation of and research for various HR-related software platform systems.• Assisted HR in the recruiting of various personnel for each specialized task, including conducting interviews when appropriate and relevant. • Recommended the linkage of the quality assurance/quality control (QA/QC) process to applicable employee performance reviews.• Ensured that all facilities within the enterprise were maintained in compliance with the relevant statutes, such as the Occupational Safety and Health Act (OSHA), and guidelines issued by the Department of Labor (DOL) and the Occupational Safety and Health Administration (OSHA).

• Consultation regarding the application of Federal guidelines, regulations, rules and statutes maintaining that cannabis-related trafficking is illegal for any purpose, including as such trafficking may relate to banking and finance issues, as opposed to state laws legalizing the cannabis business in whole or in part.• Consultation for financial institutions on implementing due diligence programs to screen cannabis-related businesses for possible financing.• Consultation regarding required federal filings relating to domestic and international financing activities related to the cannabis business, including the filing of Suspicious Activity Reports (SARs). • Compliance with the Financial Crimes Enforcement Network (FinCEN) audits and requirements. • Tracking and prognostication regarding Federal and state legislative developments that may impact cannabis-related financing.• Authored and implemented corporate policies, procedures and protocols regarding credit unions financing cannabis-related transactions.• Experience with various types of financing transactions, such as forming private equity vehicles, leveraged recapitalizations, private placements of convertible securities, debt, equity and hybrid securities, public offerings, reverse mergers, reverse takeovers (RTOs), venture capital fund vehicles.• Legal support for restructurings and workouts.

• Consultation for the brand establishment, copyright registration, domain name issues, evaluation of intellectual property (IP) portfolios in anticipation of purchase or sale, Federal and state trademark clearance searches, IP asset due diligence, IP licensing, IP rights enforcement, state trademark registration, technology licensing, trade secrets.• Consultation regarding the cannabis-related applications and patents already in the United States (US) Patent and Trademark Office (USPTO) database, such as cannabis products, cannabis plants, cleansing pesticides, consumption devices, extraction and processing methods, methods for medical cannabis use.• Possibility of attempting to register a trademark and logo for a cannabis-related business at the state level, or at the Federal level for a type of business that does not itself violate Federal statutes and does not reference cannabis, such as for a holding company.• Use of utility patents for new, improved, innovative or useful products in and of themselves, such as cross-breeding methods, devices, extraction apparatus, extraction methods, growing methods, new hemp uses, new strains containing less than 0.3% tetrahydrocannabinol (THC) (requires a new seed or tissue culture deposit). • A plant patent may be issued for a living plant with a unique genetic makeup or genotype, which may be duplicated only through artificial asexual means, and may be available for cannabis plant genotypes regardless of THC content.

• Familiarity with the various types of licenses that may be available from local and state jurisdictions, such as for cultivation, manufacturing, retail store, testing, wholesale distribution.• License application assistance for cultivators, growers, manufacturers, retailers, transporters and wholesalers.• Assisted with the preparation of various local and state licensing amendments and applications.• Drafted licensing-related documents, such as appeal letters, corrective action plans, deficiency responses, standard operating procedures (SOPs) and supporting memoranda.• Interaction with local and state regulatory authorities and inspectors.• Managed internal and external personnel in support of complex cannabis licensing projects.• Managed technical writing teams, and participated as both a writer and as the editor. • Ensured accuracy, consistency and regulatory compliance of all written materials in support of the license application. • Collaborated with cross-functional personnel, to compile all the information required for the submission of license applications. • Clarified, monitored and researched licensing regulatory requirements in response to questions from stakeholders. • Provided expedited responses to regulatory authority requests for additional documentation, information, and disclosures from key persons.• Representation for local and state government licensing proceedings and community relations.• Representation for administrative proceedings regarding license revocations and violations.

• Consultation for investors, public and private cannabis companies for litigation and related actions, such as administrative proceedings, appeals, breach of contract, challenges to non-renewals of specialty licenses, copyright, corporate mismanagement allegations, defamation, employment issues, false advertising, financing, fines, forfeiture proceedings, franchising, fraud, governmental proceedings, hostile takeovers, infringement, injunctions, intellectual property (IP), investor disputes, land use hearings, leasing, lender litigation, license denials and revocations, license suspension, litigation related to mergers and acquisitions (M&A), manufacturing defects, misrepresentation, partnership disputes, patents, products liability, real estate, reverse takeovers, securities litigation, shareholder disputes, trademarks, transportation across state lines, valuation challenges, violations and zoning.• Managed the work of internal staff, domestic and international outside counsel.• Litigation-related tasks, such as alternative dispute resolution, arbitrations, arraignments, correspondence, discovery, drafting, due diligence, closing arguments, compiled evidence and exhibits, court hearings, cross-examinations, depositions, injunctions, introducing evidence, investigations, making relevant objections, mediations, motions, opening statements, petitions, pleadings, pre-trial settlement negotiations, probation revocations, researched questions of fact and law, sentencing, settlement conferences, subpoenas. • Responsible for billing, maintaining case files, a caseload calendar, and tracking case status.

• Familiarity with state laws regulating the medical uses for cannabis.• Drafted and implemented corporate policies, procedures, protocols and standard operating procedures (SOPs) related to the medical uses for cannabis.• Collaborated with compliance subject matter experts (SMEs) in the analysis of state laws regulating the medical uses for cannabis to identify potential issues when assisting management in planning expansion of operations into new states.• Worked with government relations SMEs and lobbyists to create strategies for engaging politicians regarding the medical uses for cannabis. • Maintained strict confidentiality while managing patient information.• Drafted, submitted and tracked applications for licensure, freedom of information (FOIA) requests, license renewals, regulatory submissions, requests for information (RFIs), and other documents.• Consultation regarding the differences between certification and registration in the Massachusetts Medical Use of Marijuana Program (MUMP).• Drafted and implemented corporate policies, procedures, protocols and standard operating procedures (SOPs) for compliance with the MUMP, such as quality assurance/quality control (QA/QC) plans relating to accurate product packaging and labeling and the prevention of dispensing errors, as well as records management and retention.• Attended Massachusetts Cannabis Control Commission (CCC) hearings and other public meetings, and then provided reports for management.

Law

See all the individual areas of legal practice for Marc Cunningham LLC (above), for the period of Marc Cunningham LLC areas of legal practice beginning September 1, 2012 through the Present.NOTE: For the period between November 29, 2010 through August 31, 2012 I was an Associate at Quinn Emanuel Trial Lawyers (indicated directly below).

Law

Law

Juris Doctor, Law

Bachelor Of Architecture (B.Arch.), Architecture