Frey, Kelly L.


Vanderbilt University

B.A., 1973

Vanderbilt University

M.S., 1978

University of Tennessee

J.D., 1982

Kelly L. Frey


Prominent Assignments

Kelly Frey is a member in the Nashville office and concentrates his practice in representing the headquarters locations of Fortune 1000 companies. He regularly counsels large companies across the United States, and the vendors to such companies, with respect to corporate transactions and corporate compliance. He is the author of the legal practice guide, Frey on Intellectual Property and Technology Transactions, and has assisted a variety of clients in developing, protecting, buying, and selling information technology products, services, and new media/content. Mr. Frey also assisted in helping organize the Tennessee Solar Energy Industries Association and has represented solar and wind clients in developing business models that take advantage of the unique alternative energy incentives offered by the Tennessee Valley Authority and in development of policy for alternative energy initiatives within the TVA area. Prior to joining the firm, Mr. Frey was responsible for both legal support and strategic development initiatives for the Copyright Clearance Center (the US collective licensing organization for the publishing industry), for one of the first audio download companies, for one of the first social networking sites, and for one of the first US manufacturers of personal computers.


  • Counsel to the Board of the Ethics and Compliance Officers Association
  • Counsel to the California headquarters location of a Fortune 10 technology company, providing support for corporate compliance.
  • Counsel to the New England headquarters location of a Fortune 100 financial services company, providing support for technology and corporate procurement transactions.
  • Counsel to multiple divisions of a Fortune 10 company, providing support for information technology, technology licensing, and healthcare technology transactions.
  • Counsel to the California headquarters location of a Fortune 200 information technology company, providing legal support for its national sales, licensing, and consulting transactions and its national strategic partnerships.
  • Counsel to a New York-based Fortune 500 luxury products company in international, enterprise-wide licensing of business-critical software applications.
  • Lead counsel for US $400M comprehensive information technology infra-structure outsourcing by U.S. operations of international auto manufacturer to multiple vendors.
  • Represented multiple eCommerce and online commerce clients, including companies providing HIPAA-compliant ASP-based medical billing and PCI-compliant payment clearinghouse functions to some of the largest payment processors in the U.S.
  • Represented Connecticut-based Fortune 500 company in outsourcing of disaster recovery operations and compliance functions; developed procurement/compliance risk assessment model for company that was implemented on an enterprise-wide level.
  • Counsel to independent film companies, providing legal support from concept and funding through distribution.
  • Representation of multiple clients for solar and wind power projects.

Professional Involvement

  • Fellow of the Nashville Bar Foundation
  • Fellow of the World Technology Network
  • Adjunct Instructor – Copyright Law; Advanced Licensing Seminar; Business Law; Legal Ethics
  • Advisory Board Member for Accounting Compliance Certificate Program – Lorman Education Services

Community Involvement

  • Board of Directors and Screening Committee of Nashville Film Festival
  • Pro Bono presentation of artists through Professionals and Attorneys for the Arts of the Nashville Arts and Business Council
  • Assist local film schools and film students with legal and production activities
  • Member of the Tennessee Screenwriters Association
  • Assist local animal shelters with foster care of abandoned animals


  • "New Directions in Cyber-Security In the US - the International Implications," Risk & Compliance magazine (April-June, 2014)
  • "Cyber-warfare, Cyber-terrorism, And Cyber-crime," Financier Worldwide (April 2013)
  • "Ethics and Compliance Issues," ExecSense Digital Thought Leadership Series (January 2013)
  • "The Benefits of B Corporations," Financier Worldwide (January 2013)
  • “Ethical Issues in Entertainment Law”, Presentation for American Bar Association Forum on Entertainment and Sports Law, 2nd Annual Nashville Entertainment Law Symposium at Belmont University College of Law, September 2012.
  • “You Ought to be in Pictures: Film Making in Nashville”, Nashville Bar Journal, April, 2012 (Vol. 12, Issue 4)
  • Co-Author, “Cashing Out: Exit Strategies for Closely Held Companies,” Nashville Bar Journal, June, 2012 (Vol. 12, Issue 5)
  • "A Crisis of Conscience," Financier Worldwide (June 2012)
  • "Understanding the Foreign Corrupt Practices Act and Its Application to Local Entities” published in the June 2011 edition of the Nashville Bar Journal (Vol. 11, No. 5, page 10)
  • “What The UK Bribery Act ‘Is’ And ‘Is Not,’” Law360 (May 11, 2011)
  • “2010 Security Report from Verizon Reveals New Patterns of Cybercrime,” Hospitalitas (April 2011, Issue 2)
  • “What Online Businesses Need to Know About the ADA,” (April 8, 2011)
  • “Big Changes In Small Finance,” Law360 (March 2, 2011)
  • Microfinance Update – A Financial Singularity,” Market Outlook 2011, Financier Worldwide (January 2011)
  • “When Android Calls: Open Source Frontiers in Smartphones,” The SciTechLawyer (Fall 2010)
  • “The New Wave of Cyber-Crime Facing Retailers, “Shopping Center Legal Update, Vol. 30 Issue 2 (Summer 2010)
  • “Passwords, Post-It Notes, and Security Breaches,” Nashville Bar Journal (July 2010)
  • “New U.S. Regulatory Proposals For Risk Management – The Cross-Border Implications,” FinancierWorldwide (February 2010)
  • “Does Your Point of Sale System Comply with PCI and New State Statutes?” The Business Lawyer (January 2010)
  • “Doing Business Online: Travails and Conflicts (Ts&Cs) in Online Agreements,” Nashville Bar Journal (November 2009)
  • Joint Development Agreements: A Line by Line Analysis, Aspatore Press (2009)
  • “Security Interests in IP,” Intellectual Property Deskbook for the Business Lawyer, American Bar Association Business Division (2007 and 2009)
  • “Open-Source Software and IP,” Intellectual Property Deskbook for the Business Lawyer, American Bar Association Business Division (2007 and 2009)
  • Georgia Intellectual Property and Technology Transactions: Forms and Practice Manual, Data Trace Publishing Company (2008)
  • Patent License Agreements Line by Line: A Detailed Look at Patent License Agreements and How to Change Them to Meet Your Needs, Aspatore Publishing Company (2008)
  • “The Top Five Tips Every Technology Executive Needs to Know About Sarbanes-Oxley,” ExecBlueprints (January 2008)
  • “Employee Fraud,” Nashville Bar Journal (December 2007)
  • Frey on Intellectual Property and Technology Transactions: Forms and Practice Manual, Data Trace Publishing Company (2007)
  • Application Service Provider and Software as Service Agreements: A Line by Line Look, Aspatore Press (2007)
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  • Selected as one of the top ten Corporate Attorneys in Nashville/Middle Tennessee by the Nashville Business Journal
  • Recipient – Contributor of the Year Award, Nashville Bar Journal (2007, 2008, and 2009)
  • Listed in Best Lawyers in America® in Information Technology Law and Technology Law since 2007
  • Listed as 2013 Nashville Lawyer of the Year in Technology Law
  • AV® Preeminent™ Peer Review Rated by Martindale-Hubbell
  • Named a 2013 "Top Rated Lawyer" in Intellectual Property by Martindale-Hubbell