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

Michael R. Overly
Michael R. Overly
Foley & Lardner LLP

Michael R. Overly focuses his practice on drafting and negotiating technology related agreements, software licenses, hardware acquisition, development, disaster recovery, outsourcing agreements, information security agreements, e-commerce agreements, and technology use policies. He counsels clients in the areas of technology acquisition, information security, electronic commerce, and online law.

Steven M. Millendorf
Steven M. Millendorf
Foley & Lardner LLP

Steve Millendorf is a seasoned privacy and cybersecurity attorney with over two decades of experience as an engineer. Steve’s practice focuses on counseling a broad range of clients on privacy, cybersecurity, and intellectual property matters. He is a partner in the firm’s Technology Transactions, Cybersecurity, and Privacy Practice and is recognized by the International Association of Privacy Professionals (IAPP) as a Fellow of Information Privacy.

Live Video-Broadcast: May 15, 2025

2 hour CLE

Tuition: $195.00
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Program Summary

This session will focus on critical contractual terms that impact financial, operational, and legal considerations. Topics include structuring fees and costs, defining term and termination clauses, and addressing intellectual property rights, feedback, residual knowledge, and AI-related provisions. Participants will also explore key issues related to customer data, open-source software, and service level commitments. Additionally, the session will cover force majeure clauses and effective negotiation strategies to achieve balanced and enforceable agreements.

Key topics to be discussed:

  • Fees and costs
  • Term and termination
  • Intellectual property/feedback/residual knowledge/AI
  • Customer data
  • Open source
  • Service levels
  • Force majeure
  • Approaches to negotiations

Date / Time: May 15, 2025

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

Closed-captioning available

Speakers

Michael-R.-Overly_Foley-&-Lardner-LLP_myLawCLEMichael R. Overly | Foley & Lardner LLP

Michael R. Overly focuses his practice on drafting and negotiating technology related agreements, software licenses, hardware acquisition, development, disaster recovery, outsourcing agreements, information security agreements, e commerce agreements, and technology use policies. He counsels clients in the areas of technology acquisition, information security, electronic commerce, and online law. Michael is a partner in the firm’s Technology Transactions, Cybersecurity, and Privacy and Privacy, Security & Information Management Practices.

Michael is one of the few practicing lawyers who has satisfied the rigorous requirements necessary to obtain the Certified Information System Auditor (CISA), Certified Information Privacy Professional (CIPP), Certified Information Systems Security Professional (CISSP), Information Systems Security Management Professional (ISSMP), Certified Risk and Information System Controls (CRISC), and Certified Outsourcing Professional (COP) certifications.

 

Speaker_Steven M. Millendorf_myLawCLESteven M. Millendorf | Foley & Lardner LLP

Steve Millendorf is a seasoned privacy and cybersecurity attorney with over two decades of experience as an engineer. Steve’s practice focuses on counseling a broad range of clients on privacy, cybersecurity, and intellectual property matters. He is a partner in the firm’s Technology Transactions, Cybersecurity, and Privacy Practice and is recognized by the International Association of Privacy Professionals (IAPP) as a Fellow of Information Privacy. He holds certifications from the IAPP as a Certified Information Privacy Professional in the United States and European privacy laws (CIPP/US and CIPP/E), as well as a Certified Information Privacy Manager (CIPM).

Privacy and Cybersecurity Steve is a privacy and cybersecurity lawyer with a broad range of experience assisting clients with their privacy and cybersecurity issues, including data mapping activities, data ownership and monetization, data incident management, breach response and recovery, data subject request policies and form responses, privacy notices, and the development and maintenance of various privacy and cybersecurity policies and procedures that include industry best practices and guidance together with evolving legal requirements.

Steve’s experience includes all aspects of developing and maintaining compliance programs for many U.S. and international general privacy and security laws, including:

  • EU General Data Privacy Rights Act (GDPR)
  • UK General Data Protection Regulation and the Data Protection Act of 2018 (UK-GDPR)
  • California Consumer Privacy Act of 2018 (CCPA) and California Privacy Rights Act (CPRA)
  • Virginia Consumer Data Privacy Act (Virginia CDPA)
  • Colorado Consumer Privacy Act (Colorado CPA)
  • Canadian Personal Information Protection and Electronic Documents Act (PIPEDA) and Canada’s Anti-SPAM Law (CASL)
  • Other state legal requirements to privacy, data security, data breach notification, and consumer protection. In addition, Steve also has expertise in other U.S. sectoral privacy laws, such as CAN-SPAM, COPPA, TCPA, and the New York Cybersecurity Regulation.

Technology Transactions and Intellectual Property Counselling Technology Transactions and intellectual property counseling are also a major focus of Steve’s practice. He regularly advises clients on open source software license issues, and prepares and negotiates data processing agreements, data sharing agreements, open source policies and procedures, protection of intellectual property policies and procedures, professional service agreements, software license agreements, software as a service agreements, development agreements, website and application terms of use and end user license agreements (EULA), cloud agreements, artificial intelligence & machine learning development and use agreements, patent license agreements, and many other types of technology agreements, policies, and procedures.

Steve regularly leverages his breadth and depth in these areas to address the complexities of privacy and cybersecurity issues that are present in almost every technology transaction, as well as to support various M&A activities in the areas of privacy, cybersecurity, intellectual property, and information technology.

Trusted, Practical, and Actionable Advice With more than two decades of engineering experience on the cutting edge of technology, Steve is regularly viewed as a “trusted advisor” to his clients and regularly collaborates with R&D, IT, risk, forensics, dark web, communications, and other professionals together with senior management, c-suite, and board members to bring a practical, multidisciplinary approach help his clients navigate today’s complex legal framework and solve our client’s complex technology and business problems.

Prior Experience Steve’s engineering experience prior to his legal career spans over two decades. While attending law school, Steve was a senior staff hardware security engineer at Qualcomm, where he led the design and development activities for the security features for most of Qualcomm’s chip devices used in smartphones, tablets, cellular modems, and other personal computing devices. He was also recognized as a Subject Matter Expert (SME) by Qualcomm’s Government Technologies Division, where he previously held U.S. security clearance and supported the company’s federal, state, and local government partners in understanding the security of mobile devices.

Before his employment at Qualcomm, Steve worked as an ASIC design engineer in various ground-breaking technologies, such as network security processors for HIFN, some of the first broadband modems for General Instruments (now ARRIS), tape and floppy disk storage as a consultant for iOmega, and text terminals for the Applied Digital Data Systems division of NCR/AT&T. Steve is an inventor on over 10 U.S. and international patents in the areas of cryptography and security.

Agenda

I. Fees and costs | 1:00pm – 1:15pm

II. Term and termination | 1:15pm – 1:30pm

III. Intellectual property/feedback/residual knowledge/AI | 1:30pm – 1:45pm

IV. Customer data | 1:45pm – 2:00pm

Break | 2:00pm – 2:10pm

V. Open source | 2:10pm – 2:30pm

VI. Service levels | 2:30pm – 2:45pm

VII. Force majeure | 2:45pm – 3:00pm

VIII. Approaches to negotiations | 3:00pm – 3:10pm

Credits

Alaska

Approved for CLE Credits
2 General

Our programs are CLE-eligible through Alaska’s recognition of multi-jurisdictional reciprocity.
Alabama

Approved for CLE Credits
2 General

Arkansas

Approved for CLE Credits
2 General

Arizona

Approved for CLE Credits
2 General

California

Approved for CLE Credits
2 General

Colorado

Pending CLE Approval
2 General

Connecticut

Approved for CLE Credits
2 General

District of Columbia

No MCLE Required
2 CLE Hour(s)

Delaware

Pending CLE Approval
2 General

Florida

Approved via Attorney Submission
2.5 General

Receive CLE credit in Florida via attorney submission.
Georgia

Pending CLE Approval
2 General

Hawaii

Approved for CLE Credits
2.4 General

Iowa

Pending CLE Approval
2 General

Idaho

Pending CLE Approval
2 General

Illinois

Approved for CLE Credits
2 General

Indiana

Approved for CLE Credits
2 General

Kansas

Pending CLE Approval
2 Substantive

Kentucky

Pending CLE Approval
2 General

Louisiana

Pending CLE Approval
2 General

Massachusetts

No MCLE Required
2 CLE Hour(s)

Maryland

No MCLE Required
2 CLE Hour(s)

Maine

Pending CLE Approval
2 General

Michigan

No MCLE Required
2 CLE Hour(s)

Minnesota

Pending CLE Approval
2 General

Missouri

Approved for CLE Credits
2.4 General

Mississippi

Pending CLE Approval
2 General

Montana

Pending CLE Approval
2 General

North Carolina

Pending CLE Approval
2 General

North Dakota

Approved for CLE Credits
2 General

Our programs are CLE-eligible through North Dakota’s recognition of multi-jurisdictional reciprocity. Section 1, Policy 1.14
Nebraska

Pending CLE Approval
2 General

myLawCLE reports attendance to Nebraska on each attorney’s behalf for all programs. Please do not self-report.
New Hampshire

Approved for CLE Credits
120 General

As of July 1, 2014, the NHMCLE Board no longer provides pre- or post-approval of courses. Attendees must self-determine whether a program is eligible for credit, and self-report their attendance online at www.nhbar.org, based on qualification provisions of Rule 53.
New Jersey

Approved for CLE Credits
2.4 General

Our programs are CLE-eligible through New Jersey’s recognition of multi-jurisdictional reciprocity, except for the courses required under BCLE Reg. 201:2
New Mexico

Approved for CLE Credits
2 General

Nevada

Approved for CLE Credits
2 General

New York

Approved for CLE Credits
2.4 General

Our programs are CLE-eligible through New York’s Approved Jurisdiction Group “B”.
Ohio

Pending CLE Approval
2 General

Oklahoma

Pending CLE Approval
2.5 General

Oregon

Pending CLE Approval
2 General

Pennsylvania

Approved for CLE Credits
2 General

Rhode Island

Pending CLE Approval
2.5 General

South Carolina

Pending CLE Approval
2 General

South Dakota

No MCLE Required
2 CLE Hour(s)

Tennessee

Approved for CLE Credits
2 General

Texas

Approved for CLE Credits
2 General

Utah

Pending CLE Approval
2 General

Virginia

Not Eligible
2 General Hours

Vermont

Approved for CLE Credits
2 General

Washington

Approved via Attorney Submission
2 Law & Legal

Receive CLE credit in Washignton via attorney submission.
Wisconsin

Pending CLE Approval
2.4 General

West Virginia

Pending CLE Approval
2.4 General

Wyoming

Pending CLE Approval
2 General

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