Valerie A. Dearth, Esq., LL.M.

Member, State Bar of California, #275318

925-***-**** - mobile

ad38de@r.postjobfree.com

Bay Area, CA

PROFESSIONAL SUMMARY:

Accomplished transactional attorney with 12 years of experience in reviewing, drafting and negotiating a vast array of procurement, software, commercial and entertainment agreements; Well versed in drafting contractual templates; Thrives in advising and providing solutions to company contract administration and management throughout the contract life-cycle; Detail-oriented and conscientious and always striving to learn something new; Enjoys a good challenge. PROFESSIONAL EXPERIENCE:

Blackhawk Network, Inc. 10/2020 – 11/2023

Legal Counsel (10/2021-11/2023)

Senior Contracts Manager (10/2020-10/2021)

Advised and trained Business Partners on the global Procurement process and procedures related to third-party vendor contracts for a global Retail & Incentive Payments and Digital Payments Solutions company

Drafted, commented, redlined, negotiated and revised multiple types of third-party vendor agreements; including MSAs, SOWs, NSAs, NDAs, Amendments, Change Orders, Renewals, Engagement Letters, Software License Agreements, SaaS Agreements, PSAs, Termination Letters, Live Events and Sponsorship Agreements for several different Business Units in the U.S. & CAN, including Product & Technology, Marketing, Live Events, InfoSec, Accounting, Finance, Tax, Audit, Business Transformation, HR, Facilities, Compliance, Risk, Gaming, eCommerce, Merchandising, Sales, Customer Service and Supply Chain.

Commented, redlined, negotiated, revised and advised on DPAs and Privacy matters for third-party vendors; Directed/administered a 1 year-project to update all U.S./CAN third-party vendor contracts/DPAs to reflect updated SCCs in 2022

Advised and assisted in drafting company policies and procedures related to Procurement; Drafted, revised and advised on company templates related to Procurement

Managed a very high volume contract management queue for U.S./Can and APAC (ServiceNow)

Key stakeholder in the development, testing, acceptance and production (DTAP) for the company’s new third party management platform (Aravo) and global onboarding process for third-party vendors, including providing the global Legal training for the new platform/process; Key stakeholder in the demo process for the company’s new CLM software for Procurement (Icertis)

Proficient in Microsoft Suite, Adobe Acrobat, DocuSign, ServiceNow, Aravo, Determine Jensen Hughes, Inc. 04/2017 – 04/2020

Senior Contracts Specialist (01/2019-04/2020)

Contract Administrator (01/2018 – 01/2019)

Contractor through Robert Half Legal (04/2017-01/2018)

Assisted in the development of the contracts department for a global engineering and consulting firm (1400+ employees) specializing in fire protection and life safety engineering and building design; code consulting and accessibility consulting; security risk, emergency management and mass notification services; environmental and hazard analysis and consulting (incl. combustible dust and hazardous materials safety and consulting); nuclear power plant safety and forensics services

Implemented internal policies and procedures to create a universal contract management/administration system (including the implementation of the CLM, “OnBase” and contract migration from Sharepoint)

Drafted company standard terms and conditions; master services agreement template, software license template, subconsultant agreement template and service level agreement (SLA) template

Draft, review, comment, redline, negotiate, revise and advise on AIA contract documents, national and international consultant agreements, sub-consultant agreements, design-build agreements, professional service agreements (PSAs), master service agreements (MSAs), teaming agreements, government contracts, vendor agreements, independent contractor (1099) agreements, purchase orders (P.O.s) and confidentiality agreements/NDAs; Ensure compliance with the prime agreements’ contractual terms and conditions (government, property manager/owner, general contractor, architect, etc.)

Review insurance, export control, privacy, FARS/DFARS regulations, federal subcontracting requirements and other contracts compliance terms and conditions; review proposals, RFPs, SOWs and other procurement documents; Correspond liability risk analysis and mitigation with internal executive officers and project managers; provide advice to junior-level contracts specialists Valerie A. Dearth, Esq., LL.M., Page 2

Lapidus, Root and Sacharow, LLP 02/2011 - 12/2016

Of Counsel (09/2011 – 12/2016)

Contract Attorney (02/2011 – 08/2011)

Production Counsel / Music Clearance Counsel: “Live from Daryl’s House” (2011 to 2016); “Miss America Pageant” (2010-2014)

Music Clearance Counsel: “From Dust to Dreams: Opening Night Gala for The Smith Center for The Performing Arts” (The Stevens Company, 2012); “One World Concert (for His Holiness, the Dalai Lama)” (World Harmony Productions, 2012); “Power of Love: Quincy Jones and Sir Michael Caine’s 80th Birthday Celebration” (KMA, 2013)

Draft, negotiate, review, revise and advise on production services agreements, broadcast license agreements, broadcast syndication agreements, guest, artist and other talent releases, label waivers of exclusivity, sales agency agreements, location agreements, certificates of results and proceeds, vendor agreements, personal services agreements, employment and confidentiality agreements, materials releases, audience waivers, recording agreements, distribution agreements, soundtrack license agreements, side artist agreements, producer and mixer agreements, composer agreements, music supervisor agreements, songwriter agreements, co-publishing, co-administration and exclusive administration agreements, collaboration agreements, co-production agreements, development and attachment agreements, above-the-line talent agreements (e.g., producer and director agreements), mechanical licenses, master use and synchronization licenses, management agreements, NDAs, MSAs, SOWs and work-for-hire agreements

Advise and assist clients with music and content clearance and licensing matters across all media platforms, including linear and non-linear digital media and technology

Consult with and advise clients on production-related legal matters, such as the preparation of production budgets; preparing E&O insurance applications; preparing union/guild (DGA, WGA, SAG/AFTRA and AFM) paperwork and assumption agreements

Prepare ASCAP, BMI, SESAC, Soundexchange and AARC affiliations and advise clients on publishing and royalty administration

(including international rights administration)

Law Office of Valerie A. Dearth, P.C. 09/2011 - 12/2016 Principal Attorney / Sole Practitioner ~ Transactional Entertainment Law Practice and Consulting Firm

Draft, negotiate, review, revise and advise on music industry and television production contracts

Copyright and trademark registration and enforcement - investigate and advise on infringement matters and draft take down notices and cease and desist letters, trademark availability research, draft responses to USPTO office actions

Complex Copyright matters, including copyright reversion (chain of rights research, draft notices of termination under US Copyright Act, section 203 and 304)

Content clearance and licensing and rights management PROFESSIONAL PRESENTATIONS:

"Music Copyright Terminations – The Ticking Time Bomb Has Arrived" Thomas Jefferson School of Law and The Entertainment Law Society in Association with The Center for Law and Intellectual Property (Panelist) PUBLICATIONS:

“1999 Amendment to Work Made for Hire Doctrine Comes Full Circle: Where It Came From, What It’s Been Through, and Where It Is Now.” Cardozo Arts and Entertainment Law Journal, Vol. 19-2 EDUCATION:

LL.M., Entertainment and Media Law; Southwestern Law School (Los Angeles, CA) 2006 Donald E. Biederman Entertainment and Media Law Institute Juris Doctor; Thomas Jefferson School of Law (San Diego, CA) 2003

- Cum Laude graduate

- Certification in Communications and Technology Law Bachelor of Arts, Political Science; Washington State University (Pullman, WA) 1996