Division General Counsel

A Design-Build Company

  • Tysons, VA
  • 12+ Years
  • Full Time
  • 31791
  • Not Specified
  • Not Specified
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Description:

Job Description:
Overview:
About M.C. Dean
M.C. Dean is Building Intelligence. We design, build, operate, and maintain cyber-physical solutions for the nation's most mission-critical facilities, secure environments, complex infrastructure, and global enterprises. With over 7,000 employees, our capabilities span electrical, electronic security, telecommunications, life safety, automation and controls, audiovisual, and IT systems. Headquarters in Tysons, Virginia, M.C. Dean delivers resilient, secure, and innovative power and technology solutions through engineering expertise and smart systems integration.

Why Join Us?
Our people are passionate about engineering innovation that improves lives and drives impactful change. Guided by our core values—agility, expertise, and trust—we foster a collaborative and forward-thinking work environment. At M.C. Dean, we are committed to building the next generation of technical leaders in electrical, engineering, and cybersecurity industries.

Responsibilities:
The Division General Counsel is a senior member of M.C. Dean's legal organization, embedded within the Company's $600M+ Government Solutions Division, a key business unit within M.C. Dean's $2 billion enterprise. Reporting to the SVP Legal /Corporate General Counsel and Division Leadership, this attorney serves as the primary legal partner to division leadership on all legal matters arising from the Division's delivery of services, software, and cyber-physical technology solutions to U.S. federal customers and international clients. The ideal candidate combines deep federal IT contracting expertise with sophisticated knowledge of software licensing, intellectual property, and international business law, and is comfortable operating as both a corporate legal function member and a trusted advisor to an operationally independent business unit.

Reports to: SVP Legal/General Counsel, M.C. Dean & Division Leadership, SES Division

Overall Description
  • Report to the Corporate General Counsel on legal strategy, risk escalation, ethics matters, and professional standards; maintain close alignment with the Division Leadership on operational priorities and business development objectives.
  • Serve as the division's senior legal advisor across a $600M+ portfolio of federal IT services contracts, software deployments, and technology integration projects.
  • Lead legal support for the full contract lifecycle — from BD and proposal through award, performance, and closeout — with particular depth in IT services delivery, software licensing structures, and technology transfer.
  • Advise on intellectual property strategy, including ownership, protection, and licensing of proprietary software and technology developed in connection with government contracts.
  • Provide counsel on international business activities, including trade compliance, cross-border transactions, and legal risk in non-U.S. markets.
  • Manage outside counsel relationships and division legal spend, coordinating with Corporate on panel firms and billing guidelines.

Specific Responsibilities:
Government Contracts – IT Services Focus
  • Support BD and capture on teaming agreements, subcontract structures, and M&A due diligence for IT-focused opportunities.
  • Advise on FAR/DFARS compliance, contract formation, administration, and closeout across IT services vehicles including GWACs (Alliant, OASIS, SEWP), IDIQs, BPAs, and agency-specific IT contract vehicles.
  • Counsel on IT-specific regulatory requirements including FedRAMP authorization obligations, cloud computing provisions, and cybersecurity supply chain requirements (CMMC, NIST SP 800-171).
  • Manage bid protest, contract disputes, REAs, and claims.
  • Oversee ethics and compliance function for division.

Software Licensing & Intellectual Property
  • Draft, negotiate, and advise on complex software license agreements, SaaS agreements, software development agreements, and source code escrow arrangements with both government and commercial counterparties.
  • Counsel on government IP rights in software and data, including technical data rights, computer software rights, and the interplay between FAR/DFARS IP clauses and commercial software licensing terms.
  • Advise on open source software compliance, license compatibility, and risk management in government contract performance environments.
  • Protect and enforce M.C. Dean's proprietary software, trade secrets, and technology IP.
  • Structure and negotiate technology transfer arrangements, licenses, and jointly developed IP agreements with teaming partners and subcontractors.

International & Corporate
  • Advise on export control compliance (ITAR/EAR) as it applies to software, technology, and other services.
  • Support the division's international growth initiatives by providing practical legal guidance on market entry, local partner arrangements, and compliance with applicable foreign laws.
  • Coordinate with Corporate Legal and outside counsel on anti-corruption compliance (FCPA), international sanctions screening, and country-specific regulatory requirements.
  • Draft, review, and negotiate commercial agreements including teaming arrangements, subcontracts, NDAs, and vendor contracts with a focus on technology and IT services terms.
  • Evaluate legal issues and manage risks associated with commercial transactions and data privacy obligations (GDPR, U.S. federal privacy frameworks, CUI requirements).
  • Identify and mitigate enterprise legal risk; escalate material issues to the Corporate General Counsel.

Legal Leadership
  • Serve as a strategic business partner — not merely a legal gatekeeper — to division leadership and P&L owners.
  • Coordinate with Corporate Legal on enterprise-wide matters including litigation, privacy, information security, and technology development.
  • Assist the Corporate General Counsel in advising the Company on critical legal issues with cross-divisional impact.

Qualifications:
  • 12+ years of relevant legal experience in a law firm and/or similar in-house position which could include:
  • Minimum 7 years of relevant legal experience in a law firm and/or in-house position, with substantial federal government contracting focus in IT services, software, or technology.
  • J.D. from an accredited law school; active bar membership in good standing in the U.S.
  • Demonstrated experience advising on IT services contracts, software licensing (commercial and government), and technology IP matters.
  • Working knowledge of government IP rights in software and data under FAR/DFARS, including commercial software licensing provisions and technical data rights regimes.
  • Familiarity with cybersecurity contracting requirements (CMMC, FedRAMP, NIST frameworks) and IT-specific FAR/DFARS provisions.
  • Experience with export control compliance (ITAR/EAR) as applied to software and technology.
  • Some exposure to international business transactions, cross-border contracts, or FCPA/sanctions compliance.
  • Track record operating at a senior level with significant autonomy and sound business judgment.
  • Strong oral and written communication skills, including the ability to present legal advice clearly and concisely to executive audiences.
  • Clearance / Citizen Type: Applicants selected will be subject to a government security investigation and must meet eligibility requirements including U.S. citizenship for access to classified information.

Preferred:
  • Prior in-house experience at a federal IT services contractor, software company, or defense technology firm.
  • Active security clearance (Secret or above) or recent eligibility.
  • Experience negotiating software development agreements and IP ownership provisions in a government contracting context.
  • Knowledge of open source license compliance and software composition analysis.
  • Hands-on experience with international contract structures, foreign partnerships, or cross-border compliance programs.
  • Experience with commercial industry software licensing and technology transactions outside the federal contracting context.
  • Familiarity with cost accounting standards (CAS) and DCAA audit processes.
  • Interest or background in Labor & Employment matters applicable to a large federal contractor workforce.

Personal Attributes:
  • Entrepreneurial and willing to find practical solutions to complex compliance and legal questions.
  • Able to solve challenges through innovation; works with minimal direction and supervision; proactive, not reactive.
  • Forward-looking in issue identification and risk avoidance.
  • Possesses practical, independent judgment and professional self-confidence.
  • Willing to expand into new areas of law needed to support M.C. Dean's growing in-house legal department and evolving technology business.

Abilities: