Transactional Attorney

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

Member, State Bar of California, 275318

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

**************.***@*****.***

PROFESSIONAL SUMMARY:

I am an accomplished transactional attorney with 14 years of experience in reviewing, drafting and negotiating a vast array of commercial, entertainment, IP, procurement, vendor, software, hardware and IT agreements. I am well versed in legal research and in drafting contractual templates, playbooks, processes and procedures. I am conscientious, detail-oriented and possess strong analytical skills. Finally, I am always striving to learn something new, which is essential when working with businesses throughout different industries.

PROFESSIONAL EXPERIENCE:

Judicial Council – 6-month contractor through SearchPros Staffing, LLC (Sacramento, CA - hybrid) Attorney I 12/2024 – 5/2025

Conducted legal research and communicated with legal aid organizations and local state entities and self-help centers regarding disaster relief/recovery resources, including the Federal Emergency Management Agency (FEMA), the Community Assistance, Recovery & Empowerment Act (CARE Act), and current local housing ordinances, laws and resources, including the California Tenant Protection Act of 2019 (AB 1482) (TPA), in order to update the learning management system (LMS) that the Judicial Council uses to train its self-help centers throughout the State of California (known as the “SHMoodle” site)

Updated the Judicial Council Self-Help Centers on weekly calls regarding current resources and information concerning the above

Quality Assurance (QA) testing of Unlawful Detainer (UD) document assembly program (“HotDocs”) for self-help site, LawHelp Interactive (tested the UD Complaint form, the UD Answer form and the UD Request for Default form) Attorney (Sole Practitioner) (Remote, CA) 11/2023 – 12/2024 Contracts / Project Attorney

Consult/advise on, review, negotiate & draft various contractual agreements for individual clients on a contract basis Blackhawk Network, Inc. (Pleasanton, CA - hybrid) 10/2020 – 11/2023 Legal Counsel

Advised and educated business partners/internal stakeholders (including C-Suite) on the global procurement process and procedures and risks associated with transactions related to third-party vendor contracts for a global fintech company (retail & incentive payments and digital payments solutions); Proposed practical risk mitigation strategies in connection with the same

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, hardware agreements, PSAs, consulting agreements, termination letters, live events and sponsorship agreements cross- functionally across several different business units in the U.S. and Canada, including product and technology, marketing, live events, InfoSec, accounting, finance, tax, audit, business transformation, HR, facilities, compliance, risk, gaming, eCommerce, merchandising, sales, customer service and supply chain; Collaborated with outside counsel, when needed, regarding the same

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. and Canada 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 the procurement contract management process throughout the contract life cycle and managed a high-volume contract queue for U.S., Canada and APAC (ServiceNow); Reviewed the work product of contract managers and advised regarding the same

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 Office suite, Adobe Acrobat, DocuSign, ServiceNow, Aravo, Corcentric (fka Determine) Valerie A. Dearth, Esq., LL.M., Page 2

Jensen Hughes, Inc. (Concord, CA) 04/2017 – 04/2020 Senior Contracts Specialist

Assisted in the development of the contracts department for a global engineering and consulting firm 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; MSA 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, PSAs, MSAs, teaming agreements, government contracts, vendor agreements, independent contractor (1099) agreements, POs and confidentiality agreements/NDAs; Ensure subcontract compliance with the prime agreements’ contractual T&C

Review insurance, export control, privacy, FARS/DFARS regulations, federal subcontracting requirements and other 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 Lapidus, Root and Sacharow, LLP (Santa Monica, CA) 02/2011 - 12/2016 Of Counsel

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. (remote) 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) Valerie A. Dearth, Esq., LL.M., Page 3

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

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