Who Owns the Code? Locking Down IP Ownership and Licensing for Tech-Driven Clients

Matthew Sumner
Matthew Sumner
Neal & Leroy, LLC

Matthew Sumner is a Partner at Neal & Leroy, LLC, where he counsels clients on technology transactions, commercial and corporate matters, intellectual property, and partnership agreements. He regularly serves as outside general counsel to emerging and middle-market companies, advising on the legal and business issues that arise throughout the lifecycle of technology-driven businesses.

MacKinzie Neal is an attorney at Neal & Leroy, LLC whose practice focuses on intellectual property, technology transactions, privacy, cybersecurity, and commercial agreements. She advises clients on protecting and commercializing intellectual property while navigating the legal issues surrounding emerging technologies, including artificial intelligence, blockchain technology, and digital assets.

Live Video-Broadcast: September 22, 2026

2 hour CLE

Tuition: $195.00
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Program Summary

 

Your client's assignment agreement was drafted for a world without eleven state statutes and an AI coding assistant.

New York's Section 203-f changed the invention assignment drafting calculus, and New York is now one of eleven states that restrict what a PIIA can capture. The same agreements must now account for AI-generated code, which sits outside both the copyright and the work-for-hire ownership chains attorneys have relied on.

Rely on ‘work made for hire’ for outsourced software, and the contractor keeps the copyright. Skip the identification and reasonable-measures work recent DTSA cases require, and the trade secret claim fails at the pleading stage. Miss a GPL or AGPL obligation, and copyleft reaches the product. Jointly develop code without a written allocation, and divergent patent and copyright defaults hand one party the upside. Move the counterparty to the UK or China, and the default flips again.

Attendees walk out with the work product: a PIIA modernization checklist for all eleven restriction states, assignment language for employees, contractors, and vendors, drafting frameworks for improvement clauses, AI-tool disclosure provisions and background IP schedules, and royalty structures that survive patent expiration. These are judgment calls a form file cannot make.

Key topics to be discussed:

  • Assignment Language That Holds
    Modernize employee PIIAs across all eleven invention-assignment-restriction states and close the contractor ‘magic words’ gap that ‘work made for hire’ leaves open in outsourced software.
  • Trade Secret Fallback
    Meet the trade secret identification and reasonable-measures standards recent DTSA cases require before the pleading stage forecloses a software claim.
  • Open Source Compliance
    Trace the GPL, AGPL, and copyleft obligations now generating litigation and large damages awards, including how they interact with AI code-generation tools.
  • AI-Generated Code Ownership
    Counsel clients through the ownership vacuum AI-generated code creates in copyright and work-for-hire chains, and through its effect on a licensor's ownership representations.
  • Joint Development Traps
    Allocate rights around the divergent patent and copyright default rules that make joint ownership dangerous, including where the counterparty sits in the UK or China.
  • Outbound License Structure
    Draft background IP schedules, carve-outs, reservation and improvement clauses, and royalty structures that grant use while retaining ownership past patent expiration.

This course is co-sponsored with myLawCLE.

Date / Time: September 22, 2026

  • 12:00 pm – 2:10 pm Eastern
  • 11:00 am – 1:10 pm Central
  • 10:00 am – 12:10 pm Mountain
  • 9:00 am – 11:10 am Pacific

Closed-captioning available

Speakers

Matthew Sumner, Partner | Neal & Leroy, LLC

Matthew Sumner is a Partner at Neal & Leroy, LLC, where he counsels clients on technology transactions, commercial and corporate matters, intellectual property, and partnership agreements. He regularly serves as outside general counsel to emerging and middle-market companies, advising on the legal and business issues that arise throughout the lifecycle of technology-driven businesses. His practice focuses on helping clients structure and negotiate complex transactions involving artificial intelligence, blockchain technology, digital assets, Web3, and other emerging technologies.

  • Education & Credentials

Mr. Sumner earned his Juris Doctor from New York University School of Law and his Bachelor of Arts from Lehigh University. He is admitted to practice law in New York and Pennsylvania.

  • Recognition & Leadership

As a Partner at Neal & Leroy, Mr. Sumner advises clients on sophisticated technology and commercial transactions across rapidly evolving industries. His practice emphasizes practical, business-oriented legal solutions for companies operating in emerging technology sectors.

  • Professional Involvement

Mr. Sumner regularly advises businesses on the legal and operational challenges associated with emerging technologies, including artificial intelligence, blockchain, digital assets, and Web3. His work involves collaborating closely with business leaders on strategic commercial and technology matters.

  • Experience

Before joining Neal & Leroy, Mr. Sumner served as in-house counsel for multiple startups, giving him firsthand insight into the practical and operational challenges faced by growing businesses. He also practiced as a senior associate at an Am Law 5 firm, where he handled complex commercial and transactional matters for clients across a variety of industries. Today, he combines that in-house and large-firm experience to advise clients on technology transactions, intellectual property, corporate matters, and commercial agreements involving cutting-edge technologies.

 

MacKinzie Neal, Senior Associate | Neal & Leroy, LLC

MacKinzie Neal is an attorney at Neal & Leroy, LLC whose practice focuses on intellectual property, technology transactions, privacy, cybersecurity, and commercial agreements. She advises clients on protecting and commercializing intellectual property while navigating the legal issues surrounding emerging technologies, including artificial intelligence, blockchain technology, and digital assets.

  • Education & Credentials

Ms. Neal earned her Juris Doctor from the University of Pennsylvania Carey Law School and her Bachelor of Arts from the University of Pennsylvania. She is admitted to practice law in New York.

  • Recognition & Leadership

Ms. Neal advises clients on sophisticated technology, intellectual property, and commercial matters involving rapidly evolving industries. Her practice combines legal and technical knowledge to help clients address issues involving artificial intelligence, blockchain technology, digital assets, privacy, and cybersecurity.

  • Professional Involvement

Ms. Neal works with clients on technology transactions, intellectual property ownership, privacy, cybersecurity, and commercial contracting involving emerging technologies. She collaborates with businesses developing innovative technologies and helps translate complex legal and technical concepts into practical business guidance.

  • Experience

Prior to joining Neal & Leroy, Ms. Neal practiced as a senior associate at an Am Law 5 firm, where she worked closely with product development, engineering, intellectual property, and corporate teams. That experience provides her with a strong understanding of the intersection between technology development and commercial legal practice. She now advises clients on technology transactions, commercial agreements, intellectual property, privacy, cybersecurity, and corporate matters, with a particular focus on artificial intelligence, blockchain technology, and digital assets.

Agenda

SESSION 1 – Who Owns What? Allocating IP Rights Before Technology Hits the Market | 12:00pm – 1:00pm

This session explores how attorneys can help technology-driven clients establish clear ownership rights before software, AI tools, and other digital assets are developed or commercialized. Attendees will learn how to structure IP assignment provisions, address employee and contractor-created technology, manage open-source and third-party code risks, and navigate emerging AI-related ownership questions. The session provides practical guidance for drafting agreements that prevent ownership disputes before they arise.

BREAK | 1:00pm – 1:10pm

SESSION 2 – Licensing, SaaS, and Commercial Deals: Protecting IP as Technology Changes Hands | 1:10pm – 2:10pm

This session examines how IP rights are allocated and protected once technology enters the marketplace through licenses, SaaS agreements, vendor relationships, and strategic partnerships. Attendees will learn how to distinguish background IP from newly developed technology, negotiate ownership and usage rights, address AI and data-related provisions, and structure commercial agreements that preserve client control over valuable technology assets.

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 General Hours

Receive CLE credit in Florida via attorney submission.
Georgia

Pending CLE Approval
2 General

Hawaii

Approved for CLE Credits
2 General

Iowa

Pending CLE Approval
2 General

Idaho

Pending CLE Approval
2 General

Illinois

Pending CLE Approval
2 General

Indiana

Pending CLE Approval
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 minutes

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

Pending CLE Approval
2 General

New York

Approved for CLE Credits
2 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 Hours

Receive CLE credit in Washington via attorney submission.
Wisconsin

Pending CLE Approval
2 General

West Virginia

Pending CLE Approval
2.4 General

Wyoming

Pending CLE Approval
2 General

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