Job Description:

What Will You Get to Do?

Are you a seasoned commercial transactions attorney who thrives at the intersection of technology, software licensing, and business strategy? Do you want to shape the legal foundation of a market-leading firmware and platform software business with global OEM reach? As Sr. Director, Commercial Transactions Counsel supporting the AMI business unit, you will own all aspects of commercial contracting for one of the semiconductor industry's most strategically important acquisitions. AMI's portfolio-spanning UEFI/BIOS firmware, BMC/server management software, security solutions, and cloud-based device management platforms-generates a distinctive and complex set of commercial agreements. You will partner with Engineering, Sales, Product Management, and Business Development to structure, negotiate, and close the transactions that power AMI's global OEM and enterprise customer relationships.

You're Good At - The Ideal Candidate Has Extensive Experience With the Following:
• Firmware and Software Licensing: Leading the drafting, review, and negotiation of firmware and software license agreements, including source code licenses, object code licenses, and hybrid arrangements with OEMs, ODMs, and enterprise customers, in alignment with company policies and risk tolerance;
• OEM and ODM Agreements: Structuring and negotiating complex OEM and ODM agreements, including product-specific licensing terms, royalty structures, customization rights, and support obligations, with Tier 1 hardware manufacturers across the server, PC, and embedded systems markets;
• Open Source Software (OSS) Governance: Advising on OSS license obligations (GPL, LGPL, MIT, BSD, Apache 2.0, and others) as they apply to firmware and platform software products; reviewing OSS usage to ensure compatibility with commercial licensing models; supporting Software Bill of Materials (SBOM) initiatives; and developing and implementing company OSS policies and contribution frameworks, including Contributor License Agreements (CLAs);
• Joint Development Agreements: Negotiating joint development agreements (JDAs) and technology access program (TAP) agreements with semiconductor and platform partners (including chipset, SoC, and silicon vendors), addressing IP ownership, background/foreground IP allocation, licensing grants, and publication rights;
• Source Code License and Escrow Arrangements: Structuring source code license agreements with appropriate scope controls, change-of-control protections, and escrow arrangements to protect both company IP and customer continuity interests;
• SaaS, Cloud, and Platform Services Agreements: Drafting and negotiating SaaS, cloud hosting, and device management platform agreements, including managed services, addressing subscription models, SLAs, uptime commitments, data handling allocations, and API access terms;
• Professional Services and Support Agreements: Negotiating firmware customization, porting, integration, and post-delivery support agreements, including SOWs, change orders, milestone-based payment structures, and warranty/indemnification frameworks;
• Partnership, Reseller, and Distribution Agreements: Structuring channel agreements, distribution arrangements, referral agreements, and technology partnership frameworks that support AMI's global go-to-market model;
• Contract Lifecycle Management: Developing and implementing playbooks, templates, and negotiation guidelines for AMI's core agreement types; building and managing a contract repository within a document management system; and establishing processes for contract approval, execution, and ongoing management;
• Cross-Functional Legal Leadership: Collaborating directly with AMI's executive leadership, engineering leads, and commercial teams to obtain internal approvals and align contracting strategy with business objectives; providing prompt, practical legal advice on a broad range of commercial questions across functional groups;
• Team Development: Leading and mentoring junior legal team members supporting the AMI business, setting quality standards, and building a scalable commercial transactions function.

You Have:
• Applicable education and license to practice law;
• At least 12-18 years of experience at a law firm and/or as in-house counsel supporting technology or semiconductor companies, with substantial time in an in-house role;
• Deep, direct experience negotiating software and firmware licensing agreements, including source code licenses, OEM agreements, and technology access arrangements;
• Practical working knowledge of open source software licensing regimes (GPL, LGPL, MIT, BSD, Apache 2.0) and their interaction with proprietary firmware and software products, including SBOM and OSS audit processes;
• Experience with SaaS, cloud services, and managed services agreements;
• Demonstrated ability to negotiate effectively with Tier 1 OEM and enterprise customers;
• Strong presentation and communication skills, with the ability to translate complex legal and technical issues into clear, actionable guidance for business and engineering stakeholders;
• Proven leadership and team management experience, including mentoring junior attorneys and building scalable contracting processes;
• Exceptional time management skills, high attention to detail, and the ability to manage a high-volume, fast-moving commercial contracts workload across multiple geographies;
• Comfort operating autonomously in a dynamic, acquisition-stage environment while building legal infrastructure from the ground up.
• Nice to have: Familiarity with the UEFI/UEFI Forum ecosystem, EDK2/TianoCore open source framework, and/or BMC/IPMI standards is a significant advantage;

In addition to base pay, this role may be eligible for variable/ incentive compensation and/ or equity. In addition, this role is eligible for a comprehensive, competitive benefits package which may include healthcare and retirement plans, paid time off, and more!