Victor Varga

**** ***** ********* ****. 703-***-****

Annandale, VA 22003 ac6icd@r.postjobfree.com

general counsel / chief compliance officer

Multi-faceted, resourceful, and decisive legal professional with broad experience as General Counsel/Chief Compliance Officer and Private Practice Attorney with expertise in contract negotiations, mergers and acquisitions, risk management, complex litigation, dispute resolution and corporate law issues related to corporate governance, regulations and operations. Results-oriented tenacious and proactive General Counsel with demonstrated success in serving as a “C” level executive as head of a legal department. Extensive contract drafting, negotiation, litigation and resolution strategy development experience, weighing the merits and costs of litigation or mediation and arbitration. Persuasive, articulate and collaborative attorney with excellent communication and interpersonal abilities to build rapport and manage clients, staff and outside counsel, and advise and guide Boards of Directors, Shareholders, and other key stakeholders.

Areas of Expertise

General Counsel/Chief Compliance Officer Legal Advisor Complex Negotiations Risk Management Mergers and Acquisitions Contracts RFPs/Hardware/Software/SaaS/IaaS/Cloud/IT Services/Licensing Agreements Telecommunications (VoIP) Data Security ISP and Technology-related Agreements Intellectual Property/Trademark Confidentiality Agreements Contract Management Full-Service Client Representation Business/Corporate Law Issues Commercial and Residential Real Estate First Chair Litigation HR/Employment Law Data Privacy Compliance HIPAA Disaster Recovery/Business Continuity

Professional Experience

Vonage Business Networks, Inc.

Senior Commercial/Litigation Counsel & Asst. Secretary 2015 – Present

Senior Commercial & Litigation Counsel for a large publicly traded company with national and international operations in technology solutions - SaaS, IAAS, UCaaS and CPaaS services and products.

Work in partnership with sales, account management, finance, service delivery and other departments providing legal advice, guidance and support of all customer activities in connection with the company’s efforts to recognize revenue and grow market share.

Manage the contracts process, including drafting, negotiating, resolving disputes, and collections, as well as efficiently manage a large volume and variety of transactions, negotiating numerous complex deals simultaneously while balancing appropriate legal and business risks, meticulously reviewing each contract, winning selected points to protect the company, develop creative solutions to resolve issues.

Manage company’s real estate portfolio as it expands across the country and globe.

Support customer sales, renewals and retention efforts by negotiating contracts and resolving disputes – directly responsible for retaining and generating over $50 million in TCV YTD.

Disaster Recovery/Business Continuity Plan Lead Attorney (DR/BCP) responsible for updating and expanding company’s DR/BCP to cover all aspects of the business.

International and Government contract experience, working with international customers, government contractors and governments, including international jurisdictions

Collect payments on delinquent accounts, save revenue and advise Accounts Receivable and Client Services departments on collection and retention efforts.

Review, prepare, and/or negotiate documents in connection with various strategic corporate initiatives.

Key member of integration/consolidation team working cross-functionally with all departments to consolidate the products, contracts and processes of all business-to-business acquired companies.

Create processes and policies for a wide variety of matters including AR/collections, customer contract management, credit requests, breaches/cures/terminations, revenue reconciliation, quote tool, etc.

Assess potential risks, benefits and consequences of decisions, present alternatives and propose solutions to achieve business objectives while effectively managing legal and practical business considerations.

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Manage the dispute resolution/litigation process; responding to and resolving threatened litigation; responding to subpoenas and regulatory inquiries and investigations.

Interface directly with customers and vendors, legal, procurement and contracting personnel, as well as internal executive leadership.

Support Client Service Advisors on customer retention, renewal, and contract issues

Train employees on contracts, compliance, and general legal issues which may arise in their respective departments.

Review, update, and/or draft various Company policies and procedures relating to legal compliance.

iCore Networks, Inc. 2014 – 2015 (Company Acquired)

General Counsel/Chief Compliance Officer

General Counsel and Chief Compliance Officer for a privately held company with national and international operations and holdings in SaaS technology (VoIP), IAAS and IT services and products.

Created legal and compliance department, and responsible for all legal and compliance aspects of the company, including data privacy, data protection, and data security.

Day-to-day management of the Legal organization, supervising legal staff, budgeting, controlling and managing legal expenses, strategic focus and planning, legal research, and management of outside law firms.

Responsible for all legal, intellectual property, regulatory and compliance matters, as well as risk management as the company’s Chief Compliance Officer.

Partner with CFO to manage all legal aspects of company’s M&A transaction including drafting, due diligence and risk assessment, playing an integral role in a $92 million merger/acquisition by a large publicly traded company

Manage the contracts process, including drafting, negotiating, resolving disputes, and collections, as well efficiently manage a large volume and variety of transactions, negotiating numerous complex deals simultaneously while balancing appropriate legal and business risks, meticulously reviewing each contract, winning selected points to protect the company, develop creative solutions to resolve issues.

International and Government contract experience, working with international customers and government contractors and related agreements

Negotiate, draft, and/or revise contracts, including customer, vendor, supply, consignment, confidentiality, leases, financing, NDAs, BAAs, licensing, insurance, and other agreements.

Reduce legal costs by over 145%, increased early contract termination revenue by over 250%, and saved over 48% in HR costs by collecting on overdue and delinquent accounts, implementing operational cost-saving practices, streamlining the use of outside counsel, renegotiated vendor contracts to reduce costs and recoup overpaid and incorrectly billed services and products, and ensure the most favorable terms and conditions.

Select and manage outside counsel as needed, serving as liaison and facilitator in the exchange of information, and make the decision whether to pursue a particular legal matter.

Manage the HR and Recruiting Departments, provide advice and counsel to management and HR professionals on all aspects of employment-related matters, including hiring and termination issues, harassment, discrimination and retaliation, leaves of absence, reasonable accommodations, wage and hour issues, restrictive covenants, conflicts of interest, independent contractor issues, employee investigations, etc.

Rapidly assess potential risks, benefits and consequences of decisions, present alternatives and propose solutions to achieve business objectives while effectively managing legal and practical business considerations.

Interface directly with customers and vendors, legal, procurement and contracting personnel, as well as internal executive leadership.

Assist the CEO, CFO with corporate governance, Board of Director-related and compliance responsibilities.

Work with cross functional teams (Sales, Marketing, Engineering, HR, Finance, and Marketing) to improve departmental functions, and limit legal risks and exposure.

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Train employees on contracts, compliance, and general legal issues which may arise in their respective departments.

Review, update, and/or draft various Company policies and procedures relating to legal compliance.

Democracy, Data & Communications, LLC (d/b/a: DDC Advocacy) 2009 - 2015

General Counsel and Contract Manager

Provide General Counsel services for a privately held company with operations and holdings in technology-based services and products.

Oversee draft, review, negotiation, and management of national and international contracts including: master service and consultant agreements, technology, hardware and software licensing, enterprise software licensing, data privacy, NDA’s; technology-related agreements, software as a service (SaaS), licensing, cloud computing, and commercial property lease agreements.

Provide meticulous review of high volumes of contracts with limited deadlines, select prudent points to argue and successfully negotiate multi-year, multi-million dollars agreements with Fortune 500, 100, and 50 companies.

Manage and provide legal advice on all of the company’s legal matters.

Law Offices of Thomas C. Hayden, Jr., P.A. 2005 - 2014

Attorney

Provide full service client representation in a wide range of legal matters including legal advice related to corporate or company governance and operations.

Outside General Counsel for multiple companies, provide full-range legal advice, support and services.

General legal advisor on business law issues including privacy, risk management, anti-corruption, non-compete, non-disclosure, non-circumvent, and human resources or employee relations matters.

Contracts including government and NGO contracts; and franchise agreement review and negotiation.

Real Estate matters include sales, purchases, and leases for commercial and residential real estate.

Civil Litigation - provide First Chair Litigation for Plaintiff or Defendant in civil matters including discovery, pre-trial and post-trial matters, collection on debts or judgments, garnishments, liens, and forced sales.

Litigation - First chair litigation with responsibility for direction and determination of litigation and resolution strategy for all types of disputes; provide legal advice and serve as liaison between corporate officers and outside counsel to facilitate exchange of information. Provide advice on merits of pursuing litigation or utilizing mediation and arbitration to reduce costs.

Education

David A. Clarke School of Law (University of the District of Columbia) – J.D., Cum Laude

oManaging Editor of the Law Review

oDean’s Fellow

York University – Bachelor of Arts – Political Science

Professional Affiliations

Admitted in Good Standing - Maryland Bar and Virginia Bar

Certified as Virginia Corporate Counsel

Member – Maryland State Bar Association (MSBA)

Member – Virginia State Bar Association

Member – American Bar Association (ABA)

Member – Charles County Bar Association (CCBA)

Member – Peer Review Committee of the Attorney Grievance Commission of Maryland

Attorney Mentor – Maryland Volunteer Lawyer Service

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