Commercial Transactions

Services

• Advise regarding licensing programs from discussion of licensing model and drafting forms through negotiation and administration in live business transactions, including periodic review of license terms to determine whether provisions justify drag on, or acceleration of, sales and revenue cycle.

• Handle business-process and other high-stakes outsourcing, systems, and services arrangements from RFP through implementation, including both customer and supplier representation.

• Structure service offerings in consultation with business and technical leaders to balance liability exposure, profitability, and marketability.

• Lead technology development transactions involving cross-licensing, co-development, co-marketing, and revenue-sharing arrangements.

• Build, revise, negotiate, and administer agreements and other frameworks for cloud-based and other online services, including ASP, SaaS, IaaS, and other models.

• Help clients invent new and disruptive business models, such as an aftermarket in sales leads for new and used auto purchase and finance, and a nationwide rental and charter arrangement for 404 aircraft located at 90 airports in 30 states, as well as on-demand charter (OpenAirplane and FlyOtto).

• Manage large-scale and complex international data transfer compliance, especially projects involving transfers from the European Union/European Economic Area. Experienced with international data-transfer frameworks, subprocessor management, and maintaining compliance tracking programs that document compliance across multi-national enterprises.

• Advising with respect to, negotiating, and settling, troubled and failed technology implementation relationships on both the customer and vendor sides.

• Drafting, negotiation, and administration of major systems (hardware, software, enhancement, support, and maintenance), business processes, licenses, and ongoing operational agreements for mission-critical operations, including commerce platforms, telematics/infotainment/mobile applications, healthcare billing systems, clinical diagnostic systems, dialer, call center, and other telecommunications-related systems, system development agreements, and joint development agreements. Mr. Tupper is a past chair of the Information Technology Law Section of the State Bar of Michigan.

• Assisting clients with implementation of electronic signatures and electronic records processes in business-to-business, business-to-consumer, and other environments Mr. Tupper has worked frequently with the Uniform Electronic Transactions Act (“UETA”) and its federal implementation, the Electronic Signatures in Global and National Commerce Act (“E-SIGN”).

• Advising regarding use of open-source resources, including mixed-type situations (e.g. applications under permissive licenses that link to materials under less-permissive licenses) and general consulting as to whether materials under a particular license can be used for particular applications, especially in products.

• Workout of failed IT and software implementations, breached license agreements, and similar disputes.

Qualifications

• Past chair of the Information Technology Section of the State Bar of Michigan.

• Recognized in The Best Lawyers in America® for Information Technology Law, 2007-2021.

• Named Detroit “Lawyer of the Year” for Information Technology Law by Best Lawyers® 2013

• Author of two chapters of the PLI Technology Transactions treatise.

• Audiobook narrator of The Eudaemonic Pie by Thomas A. Bass. The bizarre true story of how a band of maverick physicists and computer wizards set out to beat roulette wearing first-generation CMOS computers in their shoes.

Examples

• Negotiation of licensing and outsourcing arrangements in financial, retail backroom, energy, industrial process, healthcare, automotive, telematics, consumer goods, aviation, and other markets.

• Successful conclusion of agreements for data center operations, call centers, electronic records, ERP, electronic medical records, medical imaging systems, inventory control systems, software and hardware maintenance, break-fix support, and custom development.

• Experiences with in-house environments through more than two FTE years of seconded assignments with FCA (2015), General Motors (2014), Ford (2013), Guardian Industries (2001, 2003), Delphi (2000), and others.

Privacy and Data Protection

Other Privacy and Data Protection Services

• Design and draft external-facing privacy statements and internal privacy policies

• Build internal privacy processes, including Privacy Impact Assessments and the processes that support them.

• Build and manage contracting processes that meet the requirements of GDPR and other regulatory systems.

• Represent controller and processor parties to help them identify, contract for, and manage obligations under GDPR Article 28, Standard Contractual Clauses, subprocessor arrangements, and other requirements.

• Manage large-scale and complex international data transfer compliance, especially projects involving transfers from the European Union/European Economic Area. Experienced with international data-transfer frameworks, subprocessor management, and maintaining compliance tracking programs that document compliance across multi-national enterprises.

• Advising clients with respect to state, federal, and international privacy requirements, planning, and compliance strategies, including compliance under the FTC Act and state data breach/consumer protection laws.

• Serve as US counsel for privacy and consumer-protection elements of e-commerce, logistics, technology, and other applications for clients in the automotive, consumer-product, Internet-of-Things, and other industries.

Data Protection Officer ("DPO") Services

• Perform and/or support Data Protection Officer ("DPO") services as contemplated by the European General Data Protection Regulation (the "GDPR"). Everything from serving as the named DPO to supporting a new or existing DPO.

  • Full-service outsourced DPO services that integrate with your existing team or create the function from the ground up.

    • Ongoing full-up DPO support as your organization's named DPO.

    • Interim named DPO services until you develop your internal DPO personnel and function.

    • Interim named DPO services to fill gaps in staffing, such as when a previous named DPO leaves the enterprise, giving you experienced coverage and breathing room to make a good hire for your next DPO.

  • DPO support functions where you already have a named DPO.

    • Ad hoc services for short-term or long-term projects.

    • Support functions for new product or service offerings.

    • Ongoing Privacy Impact Assessment conduct and compliance.

    • Contract management that covers Article 28, Standard Contractual Clauses, and other data transfer and processing agreements.

• Before you consider a law firm to act as your DPO, make sure that the firm has cleared it with its insurers and governing body. Law firms might stop short of serving as the named DPO because they haven't had the discussion with their professional liability coverage providers. Tupper Law Firm PC had those conversations long ago and is ready to engage and serve.

Qualifications

• Extensive privacy and data-security engagements seconded with in-house teams at Fortune 50 enterprises.

• Author and speaker covering privacy and data-security topics.

• Certified Information Privacy Professional – US Private Sector (CIPP/US)

• Certified Information Privacy Professional – Europe (CIPP/E)

• Certified Information Privacy Professional - Asia (CIPP/A)

• Certified Information Privacy Technologist (CIPT)

• Fellow of Information Privacy

Examples

• Instituted global data transfer compliance programs for two major OEM durable goods manufacturers, a Tier 1 durable goods supplier, and a global fleet management enterprise, including a part-time secondment at two enterprises.

• Design, maintain, and negotiate data processing agreements taking into account GDPR, CCPA, HIPAA and other requirements. Special consideration of processor obligations under such agreements, especially consideration of obligations in excess of those actually required by law.

• Handled privacy-related aspects of a major new generation of consumer location-based electronic service with six million customers.

• Advised an Asian automotive OEM regarding compliance with US privacy, consumer-protection, and telecommunications its proposed telematics solution.

Technology

Services

• Draft, negotiate, and administer inbound and outbound technology licenses and service agreements, including rights in software, patents, trademarks, and trade secrets.

• Advise regarding licensing programs from discussion of licensing model and drafting forms through negotiation and administration in live business transactions, including periodic review of license terms to determine whether provisions justify drag on, or acceleration of, sales and revenue cycle.

• Handle business-process and other high-stakes outsourcing, systems, and services arrangements from RFP through implementation, including both customer and supplier representation.

• Structure service offerings in consultation with business and technical leaders to balance liability exposure, profitability, and marketability.

• Lead technology development transactions involving cross-licensing, co-development, co-marketing, and revenue-sharing arrangements.

• Draft and negotiate practical revenue-share arrangements taking into account revenue base, calculation, audit, and administration.

• Build, revise, negotiate, and administer agreements and other frameworks for cloud-based and other online services, including ASP, SaaS, IaaS, and other models.

• Help clients invent new and disruptive business models, such as an aftermarket in sales leads for new and used auto purchase and finance, and a nationwide rental and charter arrangement for 404 aircraft located at 90 airports in 30 states, as well as on-demand charter (OpenAirplane and FlyOtto).

• Manage large-scale and complex international data transfer compliance, especially projects involving transfers from the European Union/European Economic Area. Experienced with international data-transfer frameworks, subprocessor management, and maintaining compliance tracking programs that document compliance across multi-national enterprises.

• Advising with respect to, negotiating, and settling, troubled and failed technology implementation relationships on both the customer and vendor sides.

• Drafting, negotiation, and administration of major systems (hardware, software, enhancement, support, and maintenance), business processes, licenses, and ongoing operational agreements for mission-critical operations, including commerce platforms, telematics/infotainment/mobile applications, healthcare billing systems, clinical diagnostic systems, dialer, call center, and other telecommunications-related systems, system development agreements, and joint development agreements.

• Assisting clients with implementation of electronic signatures and electronic records processes in business-to-business, business-to-consumer, and other environments Mr. Tupper has worked frequently with the Uniform Electronic Transactions Act  (“UETA”) and its federal implementation, the Electronic Signatures in Global and National Commerce Act (“E-SIGN”).

• Advising regarding use of open-source resources, including mixed-type situations (e.g. applications under permissive licenses that link to materials under less-permissive licenses) and general consulting as to whether materials under a particular license can be used for particular applications, especially in products.

• Workout of failed IT and software implementations, breached license agreements, and similar disputes.

Qualifications

• Past chair of the Information Technology Section of the State Bar of Michigan.

• Recognized in The Best Lawyers in America® for Information Technology Law, 2007-2021.

• Named Detroit “Lawyer of the Year” for Information Technology Law by Best Lawyers® 2013

• Author of two chapters of the PLI Technology Transactions treatise, as well as annual updates

• Audiobook narrator for The Eudaemonic Pie by Thomas A. Bass. The bizarre true story of how a band of maverick physicists and computer wizards set out to beat roulette wearing first-generation CMOS computers in their shoes.

Examples

• Negotiation of licensing and outsourcing arrangements in financial, retail backroom, energy, industrial process, healthcare, automotive, telematics, consumer goods, aviation, and other markets.

• Successful conclusion of agreements for data center operations, call centers, electronic records, ERP, electronic medical records, medical imaging systems, inventory control systems, software and hardware maintenance, break-fix support, and custom development.

• Experiences with in-house environments through more than two FTE years of seconded assignments with FCA (2015), General Motors (2014), Ford (2013), Guardian Industries (2001, 2003), Delphi (2000), and others.

Aviation and Aerospace

Services

• Purchase, sale, lease, financing, and other transactions involving aircraft of all kinds, from piston singles to helicopters, corporate jets, and airliners.

• FAA waiver processes for special events, especially airshows.

• Operational issues under FAR Parts 91, 135, and 125, including air carrier matters.

• Purchase, sale, and commercialization of aircraft type certificates and supplemental type certificates (STCs).

• Subpart K fractional operations and shared-ownership programs, including representing both operators and owners of fleet aircraft.

Steve's Qualifications

• Airline Transport Pilot with commercial privileges in multi-engine airplanes and in gliders. Private privileges in single-engine seaplanes.

• Certificated Flight Instructor with instrument rating (CFII) qualified in single-engine land airplanes and gliders.

• NAFI Master CFI.

• Type-rated (SIC) in the Douglas DC-3/C-47 airliner/transport.

• Past chair of the Aviation Section of the State Bar of Michigan.

• Air Boss (RAB/SV) accredited by FAA letter of authorization (LoA), which includes Standard Air Boss privileges at all venues.

• Airshow pilot with Lead formation card through the Red Star Pilots Association (one of only six FAST-card holders in the glider category).

• Member, National Business Aviation Association (NBAA)

• Member, Experimental Aircraft Association.

• Member, International Aerobatic Club.

• Member, Soaring Society of America.

• Lieutenant colonel, legal officer, check pilot - Civil Air Patrol (U.S. Air Force auxiliary)

  • Currently vice commander of CAP’s Michigan Wing.

  • Aviation advisor on CAP’s National Operations Staff, serving as the primary CAP legal officer for aviation matters.

  • Former legal officer for Great Lakes Region, covering six wings, 6,000 airmen, and 200 subordinate units.

  • Instructor pilot and check pilot examiner.

  • NESA Mission Aircrew School cadre.

  • Former director of glider operations for Michigan Wing.

• Publisher and host of Airspeed, an aviation and aerospace podcast (10+ years and 200+ episodes).

Examples

• Represented the organizer of a 500,000-attendee airshow in negotiations with an airport authority for the continued operation of the show, including assertion of FAA AIP grant assurances and federal preemption issues.

• Counsel in charge of contracting for all aviation operations for the Part 125 air carrier that operated Roundball One, the Detroit Pistons’ DC-9 and later MD-83 from RFP through contract negotiation and renewal.

• Purchases, sales, leases, and/or interchange agreements covering dozens of turboprop and jet aircraft.

• Aircraft financing transactions, including those involving multiple lenders and priorities of security interests.

• Aircraft title matters, including mechanic’s liens and related matters, including foreclosure.

• Air Boss for the Oakland County International Airport annual Open House and Airshow, coordinating all operations at Michigan’s busiest general-aviation airport.

• Consulting Air Boss for airshows throughout the region, including Thunder over Louisville.

• Air Boss in charge of all planning and operations for the Tuskegee Airmen Detroit River Days Airshow.

  • Now in its seventh year, the show is a full surface-waivered airshow with everything from gliders to military jets, operating over the Detroit River.

  • The show site is one of the most complicated in all or North America, with skyscrapers on one side, an international border on the other, Detroit Metro Airport’s Class B airspace above, and a major international shipping land below.

  • The FAA waiver for the show involves waiver of 15 FAR subsections and more than 30 special provisions.

  • On a given show day, Steve commands or directs more than 100 personnel, five vessels, and up to 15 aircraft involving up to five airports. The show requires coordination with the City of Detroit, the Detroit Riverfront Conservancy, Detroit Police (including dive team), Detroit Fire, Wayne County Sheriff (including dive team), the U.S. Coast Guard, the Windsor Harbourmaster, the U.S. Air Force, the Federal Aviation Administration, Transport Canada, NAV CANADA, and others.

Publications

Steve wrote the Pilot’s Legal Guide, published by Pilot Workshops. It’s a comprehensive guide to the most important legal issues encountered by GA pilots.

• Cost Sharing for Private Pilots

• Commercial Pilots Flying under Part 91

• Logging Time

• Declaring an Emergency

• Accidents, Incidents, and Mistakes

• Insurance

• Maintenance and Equipment Issues

• Ramp Inspections and Repercussions

• Aircraft Rental Agreements

• Aircraft Purchase Transactions

• Using Organizations to Own Aircraft

• Taxes and the GAS Pilot

• Liens on Aircraft

• Flight Instructor Liability

• Charity Flights