Michael Booden, Jd, Cipp/Us, Cipp/E Email & Phone Number

Accountable for negotiating and drafting commercial agreements necessary to support the provision of Information Technology services to HUB and its clients. Draft and negotiate commercial agreements, i.e., Sponsor Agreements. Developed expertise in Artificial Intelligence, e.g., Policy for Using Generative Artificial Intelligence in the Workplace.

I teach a practicum writing course "Drafting Complex Commercial Transactions" to third-year law students.

Accountable for negotiating and drafting complex commercial agreements, including technology contracts, SaaS, software licensing, cloud computing, sales, responses to RFP's, purchasing agreements, sponsorship, marketing, consulting and professional service agreements and NDA’s, with a total value over $500M. Provided advice and counsel on privacy matters and represented the company in consumer arbitrations and commercial disputes, conducted internal investigations and responded to regulatory inquiries.

Accountable for shaping and managing the contracting process and charged with negotiating and drafting complex commercial transactions including technology contracts, SaaS, software licensing, cloud computing, data processing agreements and professional service agreements, with a total value over $300M. Provided advice and counsel on privacy, anti-corruption and bribery laws, with corresponding responsibilities to design and implement appropriate compliance programs.

Greater Chicago Area

Provided legal services as an embedded contract attorney to a number of Fortune 500 companies: Aon, Adtalem and Old World Industries. Negotiated and drafted complex commercial agreements, technology agreements, software licensing, SaaS, IaaS, PaaS, data hosting agreements, cloud computing, outsourcing agreements, GDPR amendments, marketing, vendor, manufacturing, sales, supply, international, real estate transactions, M&A, BAA’s and NDA’s, consulting and professional services agreements.Drafted policies and procedures in support of corporate governance initiatives, human resources and corporate compliance initiatives. Provided advice and counsel to human resources regarding adverse actions, internal investigations, employee handbook and employee benefits.

Greater Chicago Area

The third largest local YMCA organization in the nation with 22 YMCA membership centers, 5 housing facilities and numerous day and summer camps for children.Provided advice and counsel to all levels of management in a variety of areas including drafting and negotiating contracts, data security and privacy matters, intellectual privacy, real estate transactions and labor & employment matters. Negotiated and drafted complex commercial agreements, supplier agreements, technology agreements, data licensing, marketing, vendor, real estate, consulting and professional service agreements, BAA’s and NDA’s, with a total value of over $65M. Serving as the Incident Response Leader, organized two tabletop exercises for Incident Response Team that simulated organization’s response to numerous breach scenarios. Successfully led Incident Response Team in responding to two data breaches (spear fishing and credit card theft).Drafted new policies and conducted training for: Privacy Policy, Data Security Incident Response Plan, Record Retention, Criminal Background Checks, Conducting Internal Investigations, How to Respond to ICE Warrants, and Conceal & Carry.Primary IP counsel responsible for filing trademarks, negotiating IP licensing agreements and providing counsel on copyright issues. Dedicated to supporting HR in traditional labor law and employment matters, including adverse actions, EEOC, FLSA, ADA, OSHA and ERISA compliance, revising policies and procedures, and conducting internal investigations from hotline tips.Successfully supervised and managed outside counsel in over 40 EEOC Charges before the EEOC and IDHR, resulting in the dismissals of claims or nuisance settlements.Accountable for managing all labor & employment litigation, commercial disputes, insurance coverage matters, hiring and managing outside counsel, and responding to DOJ, DOL, OSHA and Illinois Attorney General inquiries.

Greater Chicago Area

Provided legal services as an embedded contract attorney to a number of Fortune 500 companies: Accenture, LLP, Premier Farnell, plc. and Hudson Legal, Inc.Negotiated and drafted multi-million-dollar technology agreements, SaaS, software licenses, cloud computing, web-hosting and related services, business process outsourcing, RFP's, real estate transactions, professional services and consulting agreements , BAA's and NDA's, with a total value of over $30M.Provided advice and counsel regarding adverse employment actions, creating and enforcing company employment policies, drafting employee handbook, drafting and interpreting compensation and benefit plans, RIFs, worker’s compensation, immigration matters and compliance programs.Settled several employment discrimination and wrongful termination cases before the EEOC, state EEO agencies and foreign administrative bodies (Canada and Mexico) for an average of 70% of the reserved amounts.Provided training to HR labor and employment professionals on how to conduct internal investigations. Provided advice and counsel regarding international employment matters, including terminations, statutory payments and non-compete clauses regarding employees in Mexico, Brazil, Ontario and Quebec.Conducted internal investigations of allegations of employment discrimination, sexual harassment and compliance-related misconduct.Responsible for hiring outside counsel, setting budgets, responding to and reviewing discovery, reviewing and revising motions and negotiating resolution of $600,000 breach of contract suit before a mediator in Boston.

A subsidiary of Health Care Service Corporation, an insurance company, with over 17,000 employees, operating the Blue Cross Blue Shield plans in Illinois, Texas, Oklahoma and New Mexico.Provided advice and counsel to all levels of management in a variety of areas including drafting and negotiating technology agreements, data security and privacy matters , employment matters, litigation management and health care law, including HIPAA, ARRA, HITECH and FEHB.Dedicated to supporting Information Technology in drafted and negotiating all IT Master Service Agreements and SOWs involving the purchase of hardware, cloud computing (IaaP, PaaS. SaaS), software licenses and staff augmentation, with a total value of over $30M.Developed and implemented new contract management policies and procedures, and data security measures, in support of the review and approval of NDA’s requiring the transmission of PHI to auditors, vendors and consultants.Provided advice and counsel in labor and employment matters, including adverse actions, EEOC, FLSA, ADA, ADEA, ERISA and OFCCP compliance.Provided training to Special Investigations Department on how to conduct investigations of health care providers accused of inappropriate or fraudulent billing practices. On behalf of the Special Investigations Department, recovered over $1.5M from health care providers engaging in inappropriate or fraudulent billing practices. Was tasked by the General Counsel with responsibility for managing outside counsel representing the company in a multi-million dollar portfolio of insurance coverage litigation before Arbitrators in which cases were settled at an average of less than 65% of the reserved amounts.Successfully recovered over $2M in health care subrogation/reimbursement litigation.

A privately held defense contractor founded in 1922, Recon manufactured sophisticated reconnaissance cameras and remotely operated weapon systems sold to the U.S. and foreign governments.Provided advice and counsel to all levels of management regarding government procurement, complex commercial transactions, labor & employment, Foreign Corrupt Practices Act, export licenses, mergers and acquisitions, insurance coverage and intellectual property matters.Negotiated favorable terms in complex commercial contracts, including sales agreements, purchasing agreements, technology agreements (hardware, SaaS, software licenses and staff augmentation), consulting and professional services agreements and NDA's, with a total value of over $40M.Managed two contract administrators responsible for procurement, vendor relationships and sales to the U.S. Government and foreign governments.Dedicated to supporting Human Resources, I drafted and revised the company's employee handbook, employment agreements, NDA's, standard separation agreements, early retirement agreements and consulted on non-compete and non-solicitation agreements.Accountable for conducting numerous internal investigations of allegations of ethical misconduct, employment discrimination, export license violations, the Foreign Corrupt Practices Act and other compliance-related misconduct.Responsible for conducting FCPA and export compliance training of account executives.Responsible for hiring and managing outside counsel in litigation involving intellectual property disputes, insurance coverage, employment, and government procurement matters, reducing outside counsel fees by 35%.Supervised outside counsel who filed a lawsuit against the U.S. Army in response to Termination for Cause of $75M contract for remotely controlled weapon systems.

An independent agency of the U.S. Government, the U.S. Postal Service, processes over 212B pieces of mail daily that is delivered by over 600 thousand employees to nearly 144M destinations. Advised all levels of management regarding labor and employment matters, including EEOC charges, labor agreements, union grievances, unfair practice charges, employee benefit plans, and compliance programs.Won 6 bench trials before EEOC and MSPB Administrative Law Judges involving allegations employment discrimination and/or wrongful termination.As a Special Assistant United States Attorney, received a not guilty jury verdict in a wrongful termination suit before a Federal District Court in Detroit.Won over 30 motions for summary judgment in EEOC cases, an 80% success rate.Won arbitration decision on a grievance alleging wrongful termination before a tripartite arbitration board. Provided advice and counsel to Labor Relations Specialists in the interpretation of nine collective bargaining agreements with seven unions covering over 600K employees. Represented federal agency before the NLRB involving numerous unfair labor practice charges.

The American Bar Association is the largest voluntary professional association in the world, with more than 400,000 members, which provides law school accreditation, continuing legal education, information about the law, including books, journals, and magazines, making it the largest not-for-profit legal publisher in the world.Provided advice and counsel to all levels of management regarding complex commercial transactions, information technology agreements, intellectual property, data privacy, labor and employment matters, employee benefit plans, accreditation, compliance programs, litigation, e-commerce, real estate and insurance coverage matters.Negotiated favorable terms in complex commercial agreements, including sophisticated technology agreements (hardware, software licenses and related services) sales, distribution and marketing of products and services, vendor agreements, licensing and affinity agreements, NDA's and , with a total value of over $60M.Drafted intellectual property, e-commerce and marketing-related agreements regarding the ABA Journal, CLE broadcasts, and affinity agreements, with a total value of over $30M.Supported HR in labor and employment matters, including adverse employment actions, and ensured EEOC, FLSA, ADA, ADEA and ERISA compliance.Successfully defended numerous charges of employment discrimination, including drafting position statements, presenting witnesses and representing the organization before the EEOC and state EEO agencies.Revised the accreditation guidelines for ABA approval of Paralegal Educational Programs.Supervised and selected outside counsel in intellectual property matters, commercial transactions and litigation resulting in the reduction of outside counsel fees by approximately 40%.

Lake Forest, Ilinois

Created curriculum for Labor and Employment class taught in the Business School. Initially designated as an elective, the Dean of Business added the class as a requirement for business majors after my first semester teaching the class.

Established in 1912, the Chicago Medical School is the only fully accredited independent medical school to have survived the depression. It is now recognized for its contribution to the community having educated approximately one quarter of all of the physicians in the Chicago-land area. Provided advice and counsel to all levels of management regarding corporate governance, health care law, HIPAA, intellectual property, contracts, labor and employment matters, litigation, and accreditation and compliance programs.Negotiated favorable terms in complex technology agreements, professional services agreements, purchasing agreements, licensing and affiliation agreements, professional services and consulting agreements, and NDA's with a total value of over $4M.Compliance Officer for Medical School clinic where I established compliance programs regarding health care law, data privacy, Medicare and Medicaid regulations, HIPAA and ERISA. Dedicated to providing advice and counsel to HR regarding labor and employment matters, including adverse actions, Title VII, ADEA, ADA, FMLA, FLSA, OSHA compliance, immigration issues and benefits administration.Successfully defended client in numerous charges of employment discrimination before the EEOC and the Illinois Department of Human Rights.Established corporate compliance programs in the areas of sexual harassment reporting and procedures, intellectual property asset management and insurance claims reporting. Successfully tried in state court a multi-million-dollar wrongful termination suit brought by two medical professors claiming breach of contract and defamation.Served as second chair in a False Claims Act case which was dismissed in federal court on a Motion for Directed Finding. Won a Motion for a Directed Finding in state court in defending a medical malpractice suit alleging improper sexual relations by a clinical psychologist with her patient.

Reviewed case files, including trial transcripts, appellate briefs, completed research and wrote draft appellate court decisions.

J.D.

Activities and Societies: Moot Court, Research Assistant to Professors Michael P. Seng and George Trubow.

B.S., Finance

Activities and Societies: Debate Team