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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

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

2025-05-15 13:00:00

Program Details

2025-05-15 13:00:00

Program Details

2025-05-15 13:00:00

Over 1,000+ webinars

2025-05-15 13:00:00

Course Overview

Mastering Technology Contract Negotiations

2025-05-15 13:00:00

Participants will learn to identify hidden costs, protect intellectual property, and negotiate critical terms in technology agreements. These skills enable attorneys to secure favorable outcomes while maintaining productive vendor relationships.

Format

CLE Credit

2h CLE Credits

Level

Intermediate

Length

2

Key topics that will be covered

01
Fees & Costs
Identify hidden revenue streams throughout agreements and ensure budget predictability.
02
Term & Termination
Distinguish license terms from support terms and key acceptance periods properly.
03
Intellectual Property
Address assignment rights, limit feedback provisions, and understand third-party components.
04
Customer Data
Define aggregated data clearly and address AI training restrictions explicitly.
05
Service Levels
Eliminate undefined cost exposure and negotiate reasonable audit limitations.
06
Negotiation Strategy
Balance protecting client interests with maintaining workable vendor relationships.

Program schedule

clock 1:00 pm - 1:15 pm EST

Understanding Fees and Costs in Technology Contracts

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. OverlyMichael R. Overly
Steven M. MillendorfSteven M. Millendorf
clock 1:15 pm - 1:30 pm EST

Navigating Term and Termination Provisions Effectively

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. OverlyMichael R. Overly
Steven M. MillendorfSteven M. Millendorf
clock 1:30 pm - 1:45 pm EST

Intellectual Property, Feedback, and AI Considerations

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. OverlyMichael R. Overly
Steven M. MillendorfSteven M. Millendorf
clock 1:45 pm - 2:00 pm EST

Protecting Customer Data in Vendor Agreements

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. OverlyMichael R. Overly
Steven M. MillendorfSteven M. Millendorf
clock 2:00 pm - 2:10 pm EST

Scheduled Break for Attendees

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. OverlyMichael R. Overly
Steven M. MillendorfSteven M. Millendorf
clock 2:10 pm - 2:30 pm EST

Managing Open Source Software Risks and Compliance

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. OverlyMichael R. Overly
Steven M. MillendorfSteven M. Millendorf
clock 2:30 pm - 2:45 pm EST

Service Levels, Support, and Audit Provisions

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. OverlyMichael R. Overly
Steven M. MillendorfSteven M. Millendorf
clock 2:45 pm - 3:00 pm EST

Force Majeure Clauses in Technology Agreements

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. OverlyMichael R. Overly
Steven M. MillendorfSteven M. Millendorf
clock 3:00 pm - 3:10 pm EST

Strategic Approaches to Contract Negotiations

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. OverlyMichael R. Overly
Steven M. MillendorfSteven M. Millendorf
Michael R. Overly

Michael R. Overly

Foley & Lardner LLP

Steven M. Millendorf

Steven M. Millendorf

Foley & Lardner LLP

Michael R. Overly

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

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.
Michael R. Overly

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

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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MCLE Credits

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Pending
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Approved
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Approved
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Approved
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Approved
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Pending
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Approved
Delaware
Pending
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No Required
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Approved
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Pending
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Approved
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Pending
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Pending
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Pending
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Pending
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Pending
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Pending
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Pending
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No Required
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Pending
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Pending
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Approved
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Pending
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Pending
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Pending
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Approved
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Approved
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Pending
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Approved
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Pending
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Approved
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Alabama

Requirements

The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.  

Formats

  • Attorneys can earn unlimited “live” credit through live seminars, live webcasts, and co-sponsored locations with MyLAWCLE-Alabama approved programs
  • Attorneys are limited to 6 credits per compliance period of “online” programs through MyLAwCLE On-Demand programs