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Technology Contracting Training Course Part 3: Structuring Fees and Costs, Termination Clauses, Intellectual Property Rights, Customer Data, Open-Source Software, and More

2025-05-15 13:00:00

2025-05-15 13:00:00

2 Credits

Essential strategies for negotiating technology contracts, covering fees, IP rights, data protection, service levels, and effective negotiation approaches.

2025-05-15 13:00:00

Essential strategies for negotiating technology contracts, covering fees, IP rights, data protection, service levels, and effective negotiation approaches.

2025-05-15 13:00:00

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Trusted by Legal Professionals

Key topics that will be covered

What will you learn

Attorneys will learn essential provisions in technology contracts, including fees, term and termination, intellectual property, customer data protections, service levels, and effective negotiation strategies.

What will you gain

Attorneys will gain practical skills to protect client interests, ensure budget predictability, negotiate reasonable audit limitations, and balance advocacy with vendor relationship preservation.

Fees & Costs
Identify hidden revenue streams throughout agreements and ensure budget predictability.
Term & Termination
Distinguish license terms from support terms and key acceptance periods properly.
Intellectual Property
Address assignment rights, limit feedback provisions, and understand third-party components.
Customer Data
Define aggregated data clearly and address AI training restrictions explicitly.
Service Levels
Eliminate undefined cost exposure and negotiate reasonable audit limitations.
Negotiation Strategy
Balance protecting client interests with maintaining workable vendor relationships.

What will you learn

Attorneys will learn essential provisions in technology contracts, including fees, term and termination, intellectual property, customer data protections, service levels, and effective negotiation strategies.

What will you gain

Attorneys will gain practical skills to protect client interests, ensure budget predictability, negotiate reasonable audit limitations, and balance advocacy with vendor relationship preservation.

Agenda

Session 1

Understanding Fees and Costs in Technology Contracts

Session 2

Navigating Term and Termination Provisions Effectively

Session 3

Intellectual Property, Feedback, and AI Considerations

Session 4

Protecting Customer Data in Vendor Agreements

Break

Scheduled Break for Attendees

Session 5

Managing Open Source Software Risks and Compliance

Session 6

Service Levels, Support, and Audit Provisions

Session 7

Force Majeure Clauses in Technology Agreements

Session 8

Strategic Approaches to Contract Negotiations

clock 1:00 pm - 1:15 pm EST

Understanding Fees and Costs in Technology Contracts

Michael R. Overly

Foley & Lardner LLP

Steven M. Millendorf

Foley & Lardner LLP

This session explores how fees appear throughout technology agreements, not just in designated payment sections. Participants will learn to identify hidden revenue streams, negotiate payment terms, address fee disputes, and ensure budget predictability.

Michael R. Overly

Foley & Lardner LLP

Steven M. Millendorf

Foley & Lardner LLP

clock 1:15 pm - 1:30 pm EST

Navigating Term and Termination Provisions Effectively

Michael R. Overly

Foley & Lardner LLP

Steven M. Millendorf

Foley & Lardner LLP

This session examines the critical distinctions between license terms and support terms in technology agreements. Attendees will learn about perpetual versus term licenses, acceptance testing requirements, and strategies for maintaining support continuity.

Michael R. Overly

Foley & Lardner LLP

Steven M. Millendorf

Foley & Lardner LLP

clock 1:30 pm - 1:45 pm EST

Intellectual Property, Feedback, and AI Considerations

Michael R. Overly

Foley & Lardner LLP

Steven M. Millendorf

Foley & Lardner LLP

This session addresses license grant fundamentals, third-party software considerations, and feedback clause pitfalls. Participants will explore emerging AI-related provisions including restrictions on training models with customer data.

Michael R. Overly

Foley & Lardner LLP

Steven M. Millendorf

Foley & Lardner LLP

clock 1:45 pm - 2:00 pm EST

Protecting Customer Data in Vendor Agreements

Michael R. Overly

Foley & Lardner LLP

Steven M. Millendorf

Foley & Lardner LLP

This session covers data access concerns for on-premise software and limitations on vendor data use. Attendees will learn about proper aggregated data definitions, personal data requirements, and data breach considerations.

Michael R. Overly

Foley & Lardner LLP

Steven M. Millendorf

Foley & Lardner LLP

clock 2:00 pm - 2:10 pm EST

Scheduled Break for Attendees

Michael R. Overly

Foley & Lardner LLP

Steven M. Millendorf

Foley & Lardner LLP

A brief intermission allowing participants to refresh before continuing with the remaining sessions. Use this time to review notes and prepare questions for the upcoming topics.

Michael R. Overly

Foley & Lardner LLP

Steven M. Millendorf

Foley & Lardner LLP

clock 2:10 pm - 2:30 pm EST

Managing Open Source Software Risks and Compliance

Michael R. Overly

Foley & Lardner LLP

Steven M. Millendorf

Foley & Lardner LLP

This session addresses the prevalence of open source in modern technology and vendor disclosure requirements. Participants will learn a risk-based assessment framework for evaluating open source exposure in their agreements.

Michael R. Overly

Foley & Lardner LLP

Steven M. Millendorf

Foley & Lardner LLP

clock 2:30 pm - 2:45 pm EST

Service Levels, Support, and Audit Provisions

Michael R. Overly

Foley & Lardner LLP

Steven M. Millendorf

Foley & Lardner LLP

This session examines support and maintenance provisions including update coverage and additional feature charges. Attendees will learn strategies for avoiding undefined cost exposure and negotiating protective audit limitations.

Michael R. Overly

Foley & Lardner LLP

Steven M. Millendorf

Foley & Lardner LLP

clock 2:45 pm - 3:00 pm EST

Force Majeure Clauses in Technology Agreements

Michael R. Overly

Foley & Lardner LLP

Steven M. Millendorf

Foley & Lardner LLP

This session covers force majeure provisions that excuse performance during extraordinary events. Participants will examine key considerations including qualifying events, mutuality, notice requirements, and termination rights.

Michael R. Overly

Foley & Lardner LLP

Steven M. Millendorf

Foley & Lardner LLP

clock 3:00 pm - 3:10 pm EST

Strategic Approaches to Contract Negotiations

Michael R. Overly

Foley & Lardner LLP

Steven M. Millendorf

Foley & Lardner LLP

This concluding session focuses on pre-review planning, understanding client context, and setting realistic expectations. Attendees will learn to balance advocacy with relationship preservation while focusing on material issues appropriate to deal size.

Michael R. Overly

Foley & Lardner LLP

Steven M. Millendorf

Foley & Lardner LLP

01 09
Prev
Next

speakers

Joe Ervin

The Law Firm for Truck Safety, LLP
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Kevin Foley

Reminger Co
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Grant H. Lawson

The Law Firm for Truck Safety, LLP
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Michael R. Overly

Foley & Lardner LLP

Steven M. Millendorf

Foley & Lardner LLP

Michael R. Overly

Foley & Lardner LLP

Michael Overly is a partner in Foley & Lardner’s Information Technology & Outsourcing Group and Privacy, Security and Information Management Groups, specializing in negotiating and drafting technology transactions and legal issues surrounding technology in the workplace, e-mail, and electronic evidence.

Education & Credentials

Certified Information System Auditor (CISA), Certified Information Systems Security Professional (CISSP), Information Systems Security Management Professional (ISSMP), Certified in Risk and Information Systems Controls (CRISC), Certified Outsourcing Professional (COP), Certified Information Privacy Professional (CIPP)

Recognition & Leadership

Has written numerous articles and books on technology law subjects; frequent commentator in national press including the New York Times, Chicago Tribune, Los Angeles Times, Wall Street Journal, ABCNEWS.com, CNN, and MSNBC; has testified before the U.S. Congress regarding online issues.

Experience

Partner at Foley & Lardner LLP in the Information Technology & Outsourcing Group and Privacy, Security and Information Management Groups; one of the few practicing lawyers to hold multiple rigorous technology and security certifications; extensive experience writing and speaking on technology transactions and legal issues.

Michael R. Overly

Foley & Lardner LLP

Michael Overly is a partner in Foley & Lardner’s Information Technology & Outsourcing Group and Privacy, Security and Information Management Groups, specializing in negotiating and drafting technology transactions and legal issues surrounding technology in the workplace, e-mail, and electronic evidence.

Education & Credentials

Certified Information System Auditor (CISA), Certified Information Systems Security Professional (CISSP), Information Systems Security Management Professional (ISSMP), Certified in Risk and Information Systems Controls (CRISC), Certified Outsourcing Professional (COP), Certified Information Privacy Professional (CIPP)

Recognition & Leadership

Has written numerous articles and books on technology law subjects; frequent commentator in national press including the New York Times, Chicago Tribune, Los Angeles Times, Wall Street Journal, ABCNEWS.com, CNN, and MSNBC; has testified before the U.S. Congress regarding online issues.

Experience

Partner at Foley & Lardner LLP in the Information Technology & Outsourcing Group and Privacy, Security and Information Management Groups; one of the few practicing lawyers to hold multiple rigorous technology and security certifications; extensive experience writing and speaking on technology transactions and legal issues.

Steven M. Millendorf

Foley & Lardner LLP

Steve Millendorf is a seasoned privacy and cybersecurity attorney with over two decades of experience as an engineer. His practice focuses on counseling clients on privacy, cybersecurity, and intellectual property matters, with expertise in data mapping, data incident management, breach response, and developing privacy and cybersecurity policies and procedures.

Education & Credentials

Fellow of Information Privacy (IAPP), Certified Information Privacy Professional in United States and European privacy laws (CIPP/US and CIPP/E), Certified Information Privacy Manager (CIPM). Over two decades of engineering experience.

Recognition & Leadership

Recognized by the International Association of Privacy Professionals (IAPP) as a Fellow of Information Privacy. Recognized as a Subject Matter Expert (SME) by Qualcomm's Government Technologies Division. Inventor on over 10 U.S. and international patents in cryptography and security.

Professional Involvement

Collaborates with R&D, IT, risk, forensics, dark web, communications professionals, senior management, c-suite, and board members. Experience with compliance programs for GDPR, UK-GDPR, CCPA, CPRA, Virginia CDPA, Colorado CPA, PIPEDA, CASL, CAN-SPAM, COPPA, TCPA, and New York Cybersecurity Regulation.

Experience

Partner at Foley & Lardner LLP in Technology Transactions, Cybersecurity, and Privacy Practice. Over two decades of engineering experience. Previously senior staff hardware security engineer at Qualcomm leading security features design for smartphones, tablets, and computing devices. Held U.S. security clearance supporting government partners. Earlier career as ASIC design engineer at HIFN, General Instruments (ARRIS), iOmega, and NCR/AT&T in network security processors, broadband modems, and storage technologies.

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Why Attend

Why this 
program matters

Mastering technology contract terms protects clients from substantial financial losses, audit penalties, and compliance failures that routinely cost organizations millions annually.
9.2%
Average annual revenue lost due to poor contract management, according to World Commerce & Contracting research.
62%
Of companies faced software vendor audits in 2024, up from 40% in 2023, per Unisphere Research survey.
25%
Of technology-related disputes arise from licensing agreements, the most frequent source according to WIPO’s international survey.
71%
Of companies cannot locate at least 10% of their contracts, per the Journal of Contract Management.

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