Attorney

KAREN F. BOTTERUD

Telephone: 309-***-**** Email: *********@*******.***

Multi-faceted lawyer with broad experience in corporate and entrepreneurial, in-house and law firm, and domestic and international settings. Niche field in government contracting. Sophisticated advisory and management skills. Unique perspective on advising businesses gained from working on legal and business sides.

RECENT PUBLICATIONS

General Editor, CONTRACT LAW (IICLE 2016, 2012 & 2008)

Equitable Remedies: Reformation, Rescission, Restitution, and Specific Performance, CONTRACT LAW, 14-1 (IICLE 2016, 2012 & 2008)

United Nations Convention on Contracts for the International Sale of Goods, CONTRACT LAW, 211 (IICLE 2016, 2012 & 2008)

Moderator, Five Keys for Negotiating Business Contracts (IICLE Webcast, March 21, 2014)

EXPERIENCE

COBHAM MISSION SYSTEMS, Davenport, IA Contracts/Compliance Manager, 1/2012 - present

Contracts/compliance manager for $300M US subsidiary of multinational aerospace/defense company.

Advise on assorted contract/legal/compliance issues presented by manufacturing company doing business with U.S. and foreign governments and domestic and international aerospace companies for sales of commercial and military products and services.

Manage commercial/legal/ compliance risk through reviewing, drafting and negotiating and advising on performance of complex, high-risk, high-value commercial and U.S. Government sales and purchasing contracts with focus on liability clauses, including indemnities, insurance, and limitations of liability. Identify, assess and counsel regarding risks in price, performance, schedule, contract clauses, and liabilities and propose effective means of mitigation.

Serve as subject matter expert for interpretation and application of commercial contract terms and U.S. Government contracting clauses, including advising on clauses related to contract performance difficulties and disputes.

Research and prepare advisory memoranda for senior leadership and implement proposed solutions for contracting/compliance matters.

Develop/maintain templates for various contracts (i.e., purchase order terms; requests for proposal; teaming agreements; bailment agreements; consignment agreement, letters of intent; confidentiality agreements).

Develop and implement complex processes and procedures related to contracts and compliance.

Develop and conduct formal and informal training on wide variety of topics related to contracts and compliance.

Currently supporting Supply Chain (SC) group in all aspects of purchasing transactions, reporting to SC Vice President. Responsible for developing and implementing strategic approaches to supplier transactions, resolving supplier disputes advantageously, and enforcing contract terms.

Currently organizing proposed staff of 3-5 SC contracts/compliance specialists. Previously managed staff of 3-4 contract administrators.

CATERPILLAR INC., Peoria, IL Contract Attorney 10/11 – 12/11

Supported Law Department Real Estate group to review leases, easements and other property-related documents.

KONE INC., Moline, IL Senior Counsel & Consultant, 5/2009 - 7/2011

Attorney with $800M+ US operating company of foreign multi-national corporation.

Advised company on eclectic assortment of legal issues presented by manufacturing/services company doing business with commercial/government customers as a trade to the construction industry and as an equipment services provider.

Reviewed, drafted and negotiated multi-million dollar construction subcontracts, including AIA contractor/subcontractor template.

Resolved legal issues arising from federal, state, and local government bids and contracts, analyzing government requirements to ensure strict compliance, and developing corporate government contracts compliance program.

Managed commercial, legal, and compliance risk through review of commercial and government sales/services contracts.

Counseled corporate and local offices on employment, labor, and other personnel matters.

Guided local offices nation-wide on operational legal issues, including local taxes, state and local licensing issues, collection matters, and customer disputes. Conducted training on contracts principles to local offices.

Special focus on resolving legal issues arising from federal/state/local government bids and contracts, analyzing government requirements to ensure strict compliance, and developing corporate government contracts compliance program.

Managed 60-80 litigated commercial matters, including construction defect, foreclosure, and breach of contract cases.

Supported global supply chain in managing suppliers and developed standard contract templates and purchase order terms and conditions consistent with global contract initiatives and requirements.

Created standard and optional terms for on-line template used by sales staff to produce services agreements in real time during customer calls. Reviewed, drafted, and negotiated various agreements (confidentiality, consulting and professional services, outsourcing, facility management and other services, sales representative, and employment).

Provided support for mergers and acquisitions and advised on interpretation of existing M&A agreements, including drafting and enforcing anti-competition clauses and advising on post-closing obligations.

Assisted with general corporate matters.

Supervised staff of 7 contract analysts, paralegals, and attorneys.

CONTINENTAL CASUALTY COMPANY (CNA), Chicago, IL Consulting Attorney, 5/2007 to 3/2009 and 8/2005 to 7/2006

Supported Enterprise Procurement Group (EPG) in acquisition of all significant goods and services.

Drafted/reviewed/negotiated multi-million dollar contracts for web-based electronic data transfer services, web-based electronic mail mass marketing campaigns, temporary staffing services, electronic data storage services, equipment maintenance services, software application developments services, website development contracts, and systems integration services.

Advised clients regarding interpretation of software license terms, rescission of contracts, copyright rights, and third party beneficiaries of contracts.

Worked with claims services group on salvage, transportation, translation, and automobile damages estimating contracts.

Analyzed statutes related to procurements, for example, HIPPA privacy rules and 2003 CAN-SPAM Act

INITIATE SYSTEMS, INC Chicago, IL Contracts Counsel, 8/2006 to 4/2007

Counsel to $50M+ start-up software company with commercial/US government sales.

Handled domestic and international transactions for software products and services for commercial, healthcare, and federal sales groups, including strategic relationship and distributor arrangements.

Responded to requests for proposals from prime systems integrators under U.S. government procurements.

Drafted, reviewed, and negotiated teaming and subcontractor agreements.

Managed compliance with GSA Federal Supply Schedule contract.

MOTOROLA, INC., Schaumburg, Illinois Manager, Legal Affairs, 10/2000 to 7/2005

Sole transactions counsel to Motorola’s $200 million software development business unit with 15 development centers worldwide.

Extensive work in international sales and supporting transactions:

Distribution arrangement with mobile software provider in Russia for downloadable handheld game.

Sales representative agreements in Hong Kong, China, Malaysia, and India.

Equipment sales in the Dominican Republic and Chile.

Equipment trials in California, Guatemala, and Honduras.

Software development services deals in the U.S., Brazil, Italy, and Korea.

Other distributor, commissioned sales agent, and value-added reseller agreements.

Joint marketing, product alliance, and collaboration agreements with entities outside the US.

Advised business unit on intellectual property, export control, anti-competition, and technology transfer issues.

Provided legal advice for various business opportunities with US and foreign governments:

Proposal to Los Alamos National Laboratory for sale of commercial software licenses and related services.

Response to request for tender issued by the European Commission for IT services.

Tender to Maritime and Port of Singapore for development of software to control container cranes.

Proposal to Greek entity for development of software for Ecuador state lottery.

Served as government contracts compliance manager and Foreign Corrupt Practices Act (anti-bribery) compliance manager.

INTELLI.COM, INC Chicago, Illinois General Counsel, 2000

TENANTSERVICE.COM, LLC, Chicago, Illinois

Served as General Counsel and sole attorney to Intelli.com, a software development and website design company, and its affiliate, TenantService.com, an ecommerce start-up. Responsible for resolving broad scope of legal issues confronted by software development, Internet, and dot.com companies.

Organized companies’ corporate affairs and secured legal and tax advice on corporate and LCC organization.

Worked with management to secure venture capital through private placement offerings, using outside counsel where required, and completing quarter million dollar private placement.

Advised management on intellectual property issues, including confidentiality, trade secrets, patent, copyright, and trademark and service mark issues, securing outside counsel where required. Proposed a non-litigation resolution to potential infringement of another company’s major trademark.

Consulted with management on business and pricing models for products and services.

MOTOROLA, INC., Schaumburg, Illinois Consulting Attorney, 3/1999 – 3/2000

Counseled Corporate Contracts and Technology Acquisition group regarding enterprise-wide multi-million dollar software, hardware, and other technology-related purchases.

BELL & HOWELL Postal Systems, Inc Chicago, Illinois General Counsel, 1997 to 1999

Sole counsel to $40M subsidiary with sales to U.S. and foreign governmental postal authorities and domestic and international commercial firms. Responsible for resolving wide array of legal issues confronted by highly regulated, high technology, international business. Representative matters included:

Counseled clients on interpretation of and compliance with U.S. Postal Service regulations, including proposal evaluation, defective pricing, small/minority business subcontracting, changes, claims, and payment

Prepared responses to three invitations for tender from the U.K. Royal Mail totaling over $80M and negotiating terms with Royal Mail counsel.

Submitted and resolved $250K claim for out-of-scope work.

Advised company on all U.S. and foreign postal authority tenders.

Analyzed rights in technical data and computer software under USPS regulations.

ALLIEDSIGNAL INC., Morristown, NJ Senior Attorney, 1989 to 1994

Counseled clients in aerospace, automotive, and engineered materials sectors on all manner of legal issues.

Advised on federal government prime and subcontractor claims in excess of $100M.

Handled union grievances and conducted labor arbitrations.

Prevailed in over 50 EEOC and state discrimination charges relating to virtually every protected class.

Performed extensive legal analyses prior to massive layoffs resulting in virtually no discrimination charges.

Litigated before diverse forums, including the state and federal courts, federal Boards of Contract Appeals, EEOC, Wage Appeals Board, and General Accounting Office.

Directed internal investigations, including employee theft, conflict of interest, and sexual harassment.

CROWELL & MORING, Washington, D.C. Associate, 1988 to 1989

Advised clients on diverse issues relating to contracting with federal agencies: bid protests, claims, compliance audits, white collar criminal matters, government investigations, export licensing, Buy American/Buy America compliance, and foreign military sales. Litigated before GAO, ASBCA, and GSBCA.

REED SMITH SHAW & McCLAY, Washington, D.C. Associate, 1985 to 1988

Broad research, writing, advisory, and litigation experience: corporate, law legislative issues, federal government contracting, employment/labor law, commercial transactions, trademark law, constitutional law, products liability, franchising, small business issues, and regulatory matters, for example, OSHA, MSHA, EPA, and BATF. Extensive civil and administrative litigation at trial and appellate levels.

BAR ADMISSIONS

Illinois (1985); Pennsylvania (1988)

EDUCATION

J.D., DePaul University, College of Law, 1984. Executive Editor, Association of Student International Law Societies International Law Journal (1983 to 1984)

B.S., Indiana University, 1977

[*] Acquired by IBM in 2010.

[ ] Neither company survived the dot.com bust.

[ ] Now Bowe Bell & Howell.

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