Securing AI Agreements: Key Strategies for Indemnification, Liability, and Data Protection

Michael R. Overly
Ashley M. Kennedy
Tyler J. Thompson
Michael R. Overly | Foley & Lardner LLP
Ashley M. Kennedy | Foley & Lardner LLP
Tyler J. Thompson | Reed Smith LLP
Live Video-Broadcast: February 21, 2025
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3 hour CLE
Tuition: $245.00
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Program Summary

Session I – Mastering Legal Tech Contracts: Key Considerations and Industry Trends – Michael Overly and Ashely Kenndy

As technology evolves, legal professionals must navigate critical decisions in tech-related contracts, from local install versus cloud based solutions to essential industry trends shaping the field. This session will cover the foundational steps in collecting key deal information, conducting thorough pre- and postcontract due diligence, and understanding the “Big Four” factors that influence negotiations. Attendees will also gain insight into key contract provisions that can impact liability, compliance, and long-term business success.

Key topics to be discussed:

  • Local Install v. Cloud
  • Important industry trends
  • Collecting basic deal information
  • Pre- and post-contract diligence
  • The “big” four
  • Key contract provisions

Session II - Service Levels, Compliance with Laws, and Evolving AI Standards - Tyler Thompson

As AI technology rapidly evolves, legal professionals must address unique challenges in AI contracts, particularly in service levels and compliance with emerging regulations. This session will explore the complexities of negotiating service level agreements (SLAs) for AI tools, including uptime guarantees, response times, and provider resistance to certain commitments. Attendees will also gain insight into the shifting regulatory landscape, industry standards, and the impact of extraterritorial laws like the EU AI Act. With AI-related legal requirements on the rise, this session will provide practical strategies for ensuring compliance and mitigating risk in AI service agreements.

Key topics to be discussed:

  • Service levels and support in AI contracts
    • Challenges with service levels for AI tools due to the nature of AI and third-party models
    • Common AI service level terms: Uptime guarantees and response times for outputs
    • Negotiating AI-specific service levels: Tailoring to business needs and performance expectations
    • When providers may resist certain service level commitments
  • Compliance with evolving AI laws and standards
    • Understanding the regulatory landscape for AI and the obligations placed on AI providers
    • The role of AI-related industry standards and how they complement current laws
    • The impact of extraterritorial laws like the EU AI Act on AI service agreements
    • Preparing for increasing AI-related legal requirements and ensuring compliance with

Date / Time: February 21, 2025

  • 1:00 pm – 4:20 pm Eastern
  • 12:00 pm – 3:20 pm Central
  • 11:00 am – 2:20 pm Mountain
  • 10:00 am – 1:20 pm Pacific

Closed-captioning available

Speakers

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. He is one of the few practicing lawyers who have satisfied the rigorous requirements necessary to obtain the 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), and Certified Information Privacy Professional (CIPP) certifications. He writes and speaks frequently regarding negotiating and drafting technology transactions and the legal issues of technology in the workplace, e-mail, and electronic evidence. He has written numerous articles and books on these subjects and is a frequent commentator in the national press (e.g., the New York Times, Chicago Tribune, Los Angeles Times, Wall Street Journal, ABCNEWS.com, CNN, and MSNBC) and has testified before the U.S. Congress regarding online issues.

 

Ashley M. Kennedy_myLawCLEAshley M. Kennedy | Foley & Lardner LLP

Ashley Kennedy is a Technology, Transactions, Cybersecurity & Privacy Practice Group member within Foley & Lardner’s Intellectual Property Department. Ashley provides counsel on structuring and negotiating technology agreements to create strategic and advantageous business relationships between companies. She has experience drafting and negotiating commercial agreements, including intellectual property licenses, software-as-a-service agreements, distribution agreements, master services agreements, non-disclosure agreements, and technology transfer agreements. Ashley also has experience structuring and addressing the intellectual property components of mergers and acquisitions and other corporate transactions.

Prior to joining Foley as an associate, Ashley served as an associate and summer clerk at an intellectual property-focused law firm, preparing patent applications for the USPTO. She previously worked in the engineering sector for an aerospace and defense company.

 

Tyler J. Thompson_myLawCLETyler J. Thompson | Reed Smith LLP

Tyler advises clients on data privacy and protection, technology contracts and contract processes, websites and mobile apps, digital accessibility, artificial intelligence, and data issues in the franchise space. He offers clients practical and efficient legal counsel, striving to manage costs and risks with business-friendly strategies. With deep experience in digital compliance, Tyler focuses on handling all aspects of a client’s website, platform, game, or mobile app to achieve compliance while maintaining the best user experience. His practice also focuses on creating enforceable digital agreements with users. He also helps clients reduce website scraping risks.

Tyler has designed and implemented privacy compliance programs for clients ranging from Fortune 500 companies to startups, ensuring those clients are compliant with U.S. and international privacy laws. Advice on those programs includes, among other things, data retention and minimization, privacy by design, data inventories, and privacy impact assessments. Tyler is accredited by the American Bar Association and the International Association of Privacy Professionals (IAPP) as a Privacy Law Specialist. He is also certified by the IAPP as a Fellow of Information Privacy (FIP), Certified Information Privacy Professional for the United States (CIPP/US), Europe (CIPP/E), Asia, (CIPP/A) and Canada (CIPP/C) as well as a Certified Information Privacy Manager (CIPM) and Certified Information Privacy Technologist (CIPT). Tyler is also an ISACA Certified Data Privacy Solutions Engineer (CDPSE).

In the technology space, Tyler counsels on artificial intelligence (including generative AI and LLMs), open-source software, digital marketing, software licensing, and SaaS agreements. Tyler works with clients to modernize commercial contracting processes and privacy practices, enabling in-house attorneys to function more efficiently and conserve resources. He is certified by the IAPP as an Artificial Intelligence Governance Professional (AIGP). Tyler focuses on hard-to-draft agreements, combining elements of data rights, digital compliance, and emerging technologies.

Outside of the firm, Tyler practices archery, is an FAA certified private pilot, and a PADI certified SCUBA diver. He is on a mission to see every national park, MLB stadium, and good tiki bar in the United States.

Agenda

Session I – Mastering Legal Tech Contracts: Key Considerations and Industry Trends| 1:00pm – 3:10pm

  • Local Install v. Cloud
  • Important industry trends
  • Collecting basic deal information

Break | 2:00pm – 2:10pm

  • Pre- and post-contract diligence
  • The “big” four
  • Key contract provisions

Break | 3:10pm – 3:20pm

Session II – Navigating Business Divorce and Shareholder Litigation | 3:20pm – 4:20pm

  • Service levels and support in AI contracts
    • Challenges with service levels for AI tools due to the nature of AI and third-party models
    • Common AI service level terms: Uptime guarantees and response times for outputs
    • Negotiating AI-specific service levels: Tailoring to business needs and performance expectations
    • When providers may resist certain service level commitments
  • Compliance with evolving AI laws and standards
    • Understanding the regulatory landscape for AI and the obligations placed on AI providers
    • The role of AI-related industry standards and how they complement current laws
    • The impact of extraterritorial laws like the EU AI Act on AI service agreements
    • Preparing for increasing AI-related legal requirements and ensuring compliance with

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