Celeste Callahan Email & Phone Number

Detroit, Mi, Us

● Advise clients of FLEX by Fenwick, a service offered by Fenwick & West LLP, draft and negotiate SaaS subscription sales and data processing agreements, and draft contract templates for procuring technology for cloud service offerings● Participate in ongoing firm-provided education and materials on Artificial Intelligence (AI) (including for the creator economy and U.S. government agency proposed guidance (e.g., FTC, SEC))● Analyzed SEC proposed rules governing use of AI technologies by investment advisors and broker-dealers, and drafted bespoke contract terms to address the risks on both sides of a technology transaction

London, England, Gb

● Led the legal function for the automotive OEM’s global strategic IT projects and transactions, its U.S. connected vehicle operations, service offerings and transactions, its global team for the OEM’s first “Global Vehicle Connectivity Platform,” and then transitioned to fully supporting the OEM’s purchasing groups for automotive production parts, components, systems, and software transactions, daily operations and disputes● Resolved hundreds of production supply chain disputes for $80 Billion annual buy ● Developed and trained purchasing groups on Playbooks for solving common supply chain issues and for a cost recovery program yielding over $100 Million in savings● Supervised and trained staff counsels; led senior staff counsels on global transaction teams● Closed complex commercial transactions, including several financial savings agreements, (e.g., deal with a net present value of $174 Million in savings), steel and precious metals agreements, and agreements required to preserve uninterrupted vehicle production● Collaborated with cross-functional experts (lead ADAS and vehicle cybersecurity engineers, technology development teams, warranty experts, product liability/regulatory lawyers, IT, data privacy experts, and purchasing management) to assess potential software-related harms associated with 3rd party software in or connected to the vehicle● Led negotiations for and closed contracts over $30 Million to enable first vehicle launch requiring OEM’s Global Vehicle Connectivity Platform on terms that were practical and based on actual risk analysis concerning vehicle security, safety, data security and compliance with privacy and other laws● Created contract template terms and conditions for OEM production purchasing of autonomous vehicle software and hardware parts, components and systems

London, England, Gb

● Advised 5 successive CIOs on key technology and related services, business, intellectual property, and other legal and risk management issues, and led all Information and Communication Technology (ICT) legal support for a monthly docket volume of 100-130 transactions and projects across a diverse range of software, hardware and communications technologies and services (including global cryptographic infrastructure and in-vehicle access for vehicle repairs, connected vehicle applications), and the OEM’s first data analytics contracts and related privacy terms● Developed and continuously updated standard Master Information Technology Services Agreement and Addendum for SaaS services, including privacy terms, and developed business and legal templates for outsourcing and multi-party, cross-border agreements● Led global teams in contract drafting and negotiations for nearly all of FCA’s global ICT transactions with major tech vendors, (e.g., EUR 1 billion IT Infrastructure outsourcing master and affiliate agreements, and many multi-million dollar global system master and affiliate agreements for on-premise and cloud-based systems)

● Chrysler Corporation’s first IT commercial lawyer, advising CIO and ICT Directors on key issues, including IP rights and licenses, requirements definition, change control and avoiding unintended price increases ● Developed Chrysler’s first standard software license and service agreements to bring work in-house● Supervised staff counsel, counseled, drafted and negotiated licenses, e-commerce, professional services, data center, hardware, dispute resolution and other types of commercial agreements

• Representing start-up software companies, advising on growth issues, IP issues, and developing distribution processes and agreements that save transaction time and cost

Represented former Wilson Sonsini litigation client in game software license and distribution transactions.Represented 2 other major hardware manufacturers in on-site contract assignments for transactional and dispute resolution.

Drafted and negotiated licenses and consulting services agreements.Streamlined contract processes for large software and service sales organization to meet sales goals and developed standard contracts for outbound licensing, services and distribution.

Juris Doctor, Intellectual Property Law

Bachelor Of Arts, Phi Beta Kappa, Political Science Major With Minor Philosophy (Symbolic Logic).