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Matt Prosen


Matt Prosen is a member of Winstead’s Corporate, Commercial Transactions & Outsourcing Practice Group.  Matt leverages his transactional, intellectual property, and technical experience to counsel public and private companies, ranging from Fortune 100 to startup entities in a variety of industries, on all types of commercial transaction and outsourcing matters, with a focus on complex transactional matters. 

Matt’s practice primarily involves transactions in the airline and aviation space, with a particular focus on technology acquisition and licensing (including aircraft-related, corporate and other software), OEM aircraft purchases, airframe, engine and component maintenance, avionics procurement, intellectual property issues, data protection and commercialization, as well as component and systems purchases.  He also counsels global airlines on data privacy compliance and cybersecurity matters, including GDPR compliance, data protection, data usage and cross-border data transfers. 

Furthermore, Matt represents clients on transactions involving loyalty programs, corporate services (e.g., payroll processing), consulting, advertising and joint promotions and other business processes.  He has also represented airlines on global distribution systems and data analytics matters.

Prior to joining Winstead, Matt advised businesses in all aspects of intellectual property, including patent, trade secret, trademark, copyright and other intellectual property issues related to business transactions.

Matt is admitted to practice in Texas, the U.S. Patent Trademark Office, and California (inactive status).

Matt is a contributing writer for Winstead’s Airlines Blog.


Fleet Transactions

  • Represented global airline in its multi-billion-dollar acquisition of new A321XLR aircraft from Airbus.
  • Represented global airline in its multi-billion-dollar acquisition of new A321neo aircraft from Airbus.
  • Represented major U.S. airline in its acquisition of up to 70 new training aircraft from Cirrus.
  • Represented major U.S. airline in its acquisition of up new training aircraft from Diamond.

Technology, IT, Software, Data and Intellectual Property Transactions

  • Represented first major airline to enter an in-flight connectivity agreement with SpaceX (Starlink).  The deal covered hardware, services and maintenance for A321, A330 and B787 aircraft.
  • Global distribution system / central reservation system agreement with Amadeus.
  • Cloud services agreement with Oracle for enterprise resource planning, AP/AR, and other enterprise-level software solutions.
  • Enterprise platform and software agreement with Salesforce.
  • Master services agreement with IBM.
  • Hosting and cloud services agreement with IBM.
  • Customer booking platform hosting agreement and software development agreement with Switchfly.
  • Software license agreement with Airbus regarding software provided in connection with new aircraft acquisition.
  • Hosted platform access agreements with aircraft and engine OEMs (Airbus, GE, IAE, etc.).
  • Analysis of artificial intelligence issues raised in various technology agreements.
  • SDK software license agreement with Boeing.
  • Terminal satellite internet agreement with SpaceX (Starlink).
  • Cloud and on-prem software agreements related to pilots’ electronic flight bag (EFB) with Comply365.
  • Data services (routes, charts, maps, ETOPS, etc.) and EFB software agreement with Jeppesen.
  • Website and passenger app content distribution network agreement with Akamai.
  • Customer data platform / CRM agreement with Redpoint.
  • Identity verification software agreement with Jumio.
  • Hardware license and maintenance agreement with a major data center.
  • Employee communications cloud services agreement with Remind.
  • Cloud hosted software agreement for analyzing website usage with Quantum Metric.
  • Enterprise corporate payment processing software license agreement with MRI.
  • Document management platform agreement with M-Files.
  • Accounting services cloud hosting agreement with Kyriba.
  • Accounting services cloud hosting agreement with Blackline.
  • Internet service provider hardware, installation, and service agreement for major real estate company.
  • Social media and customer engagement software licensing agreement with Talkwalker.
  • Software solution implementation agreement with Armanino.
  • Software services agreement to analyze customer data with SaleCycle.
  • Customer data enrichment agreement with Epsilon.
  • Various sponsorship agreements involving airline IP.

Aircraft, Engine and Component Maintenance and Procurement Transactions

  • Developed engine maintenance agreement templates for global airline, including MCPH and fixed fee arrangements.
  • GE 90-94 engine maintenance agreement with GE.
  • CFM56 engine maintenance agreement.
  • GE CF34 engine maintenance RFP with GE for major U.S. regional airline.
  • GE CF34 engine parts agreement with GE.
  • Intellectual property agreement with IAE regarding engine operational data collection (ACARS, ground-based wireless, etc.) and analytics.
  • Intellectual property agreement with IAE for the provision of technical documents and IAE platform access.
  • Avionics purchase and maintenance agreement with Honeywell.
  • Aircraft tire purchasing agreement with Bridgestone.
  • Aircraft component purchasing agreement with Safran.
  • Landing gear procurement transaction with major aircraft part supplier.
  • Flight simulator lease agreement with Flight Safety.
  • Flight simulator lease agreement with Ansett.

HR Procurement and Consulting Services Transactions

  • Enterprise-wide payroll processing agreement with ADP.
  • Crew work/flight scheduling (PBS) software services agreement with IBS.
  • Crew work/flight scheduling (PBS) software services agreement with NavBlue.
  • Crew pay calculation software services agreement with Rainmaker.
  • Job applicant evaluation software license agreement with Aon.
  • Job applicant web portal services agreement with iCIMS.
  • Employee timekeeping software services agreement with Ceridian.

Data Privacy

  • Developed and updated multiple DPA forms for a leading international airline.
  • Negotiated vendor/partner DPA forms in various contexts, including in connection with artificial intelligence, co-promotion, client web site, passenger booking path, alliance, customer experience/analytics, flight simulator, employee benefits and HR, and flight ops agreements.
  • Routinely advised on and negotiated data privacy and security components of various types of larger transactions, from purchase and maintenance agreements with OEMs to corporate procurement agreements to customer experience agreements and beyond.
  • Implemented multiple major U.S. regional airlines’ internal privacy programs.
  • Advised multiple leading airlines on GDPR compliance issues.
  • Drafted privacy policies and notices for major regional airline.
  • Analyzed international and onward data transfer compliance analysis, including implementation of SCCs, for multiple major U.S. airlines.
  • Lead GDPR compliance effort to update the existing contracts of a leading international airline.

Loyalty Program, Co-Promotion and Inventory Agreements

  • Developed loyalty program template agreement for partners to earn miles in a global airline’s loyalty program.
  • Loyalty program status-matching agreement with Hyatt.
  • Co-promotion agreement for travel insurance products with Allianz.
  • Hotel inventory agreement with Agoda.
  • Hotel inventory agreement with Rocketmiles.
  • Agreement for provision to loyalty program members of premium travel experiences with a luxury travel experience provider.
  • Various airline loyalty program “earn” agreements with major partners (Avis Budget, Enterprise, etc.).
  • Various airline loyalty program “burn” agreement with major partners.
  • Dining program component of a major global airline’s loyalty program.
  • Cruise provider agreement with World Travel Holdings.