Technology Contracting Training Course Part 1: Drafting, Reviewing, and Understanding Different Types of Agreements, Order Forms, Statements of Work, and More

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. 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.

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. 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.

I. Basic skills | 1:00pm – 1:10pm

II. Information to know before starting a contract review | 1:10pm – 1:20pm

III. Types of agreements | 1:20pm – 1:30pm

IV. Preliminary review of contract | 1:30pm – 2:00pm

Break | 2:00pm – 2:10pm

V. Transaction documents: Order forms, SOWS, etc | 2:10pm – 2:20pm

VI. The big “four”: Trial, acceptance, warranties, and support (and may be service levels) | 2:20pm – 2:50pm

VII. Licenses | 2:50pm – 3:00pm

VIII. Audit rights | 3:00pm – 3:10pm