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

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 | 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 | 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.

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