Terry Gao

Associate, Technology Transactions  

Seattle 650.335.7879



Dapeng (Terry) Gao is an associate in the Technology Transactions Group at Fenwick & West. Terry advises clients in a wide variety of industries in complex technology, intellectual property and general technology commercial transactions. He also has extensive experience counseling Chinese privately-owned companies and state-owned enterprises in a wide range of transactions.

Prior to joining Fenwick, Terry was an associate at a leading Canadian law firm, where he had a general corporate and commercial practice with a focus on technology and licensing, mergers and acquisitions. Before attending law school, Terry served as a project coordinator and then as a software developer for Research in Motion (now BlackBerry) where he invented or co-invented several patented technologies (US8,452,291, US9,338,274 and EP2,104,043).

While attending law school, Terry was a recipient of the Davis LLP Prize in Corporate Law and the Oyen Wiggs Green & Mutala LLP Prize in Intellectual Property. While obtaining his undergraduate degree, Terry received multiple awards including the University of Victoria Department of Computer Science Graduation Medal.

Terry was born in Dalian (Wafangdian), Liaoning Province, China. He is fluent in Mandarin.

Representative Experience:

Technology Commercial Transactions

  • Advised various clients in a broad range of technology-related services agreements including intellectual property licensing agreements, privacy policies, terms of use and data hosting agreements
  • Represented a startup company in a strategic partnership agreement with a multinational entertainment company involving the commercialization of the company’s VR technology in various countries
  • Represented a leading Chinese technology company in a mobile payment processing agreement with a leading global payments company
  • Represented U.S. and Chinese companies with respect to their blockchain related products including cryptocurrency wallets and cryptocurrency-based collectible items

Technology Services Outsourcing

  • Represented various public-sector corporations in connection with their large-scale IT system replacement and systems integration projects, including drafting and negotiating Master Services Agreements, Statements of Work, Software License Agreements, Software Support and Maintenance Agreements, and Software Escrow Agreements
  • Advised a major energy company on the application maintenance and application development services outsourcing agreement, including drafting and negotiation of the agreement
  • Acted for various Canadian banks with respect to drafting and negotiation of a multi-year financial processing services outsourcing agreement for services exceeding $1 billion

Private Placements

  • Represented a leading Chinese energy corporation in connection with its acquisition of 19.99% of the total issued and outstanding shares of a mineral exploration company for approximately $82 million
  • Represented a public Chinese company (listed on Shanghai Stock Exchange) in connection with its 9.9% equity investment in a TSX-listed technology company
  • Represented a private Chinese company in connection with its proposed equity investment in a technology company, including drafting and negotiating a share purchase agreement and a subscription agreement

Venture Capital

  • Acted for a public Chinese company (listed on Shanghai Stock Exchange) in connection with its participation in a Series B preferred shares financing offered by a Canadian company, including negotiating a share purchase agreement, an investor’s rights agreement, a right of first refusal and co-sale agreement and a voting agreement

Initial Public Offerings

  • Acted for a clinical-stage biopharmaceutical company in connection with its IPO on NASDAQ.