Outsourcing agreements are some of the most complex and technically difficult agreements into which companies will enter. The ongoing operational challenges that follow can be equally challenging. Coordination of internal resources is crucial, as is alignment with suppliers, as business needs change over the duration of the agreement. Despite such challenges, these agreements are growing in popularity as companies seek to use outsourcing agreements to find efficiencies, access new capabilities, and refocus resources and capital on their core businesses.
McDermott’s outsourcing team comprises lawyers who wrote the cornerstone legal treatise on outsourcing, provide access to download Master Outsourcing Services Agreements (MOSAs) for US and German Laws. The outsourcing MSAs were designed by our lawyers to be significantly shorter, scope agnostic, easily expandable, market tested and customizable.
We have extensive global experience, routinely work on the largest and most complex cross-border outsourcing arrangements in the United States, Europe, Australia and Asia, and are widely recognized as the “go-to” team for market leading transactions.
Our clients—ranging from mid-market private companies to Fortune 50 corporations, along with global outsourcing industry giants and niche providers—turn to McDermott for our capabilities to advise on the spectrum of outsourcing services. Our work spans nearly every industry, including technology, telecommunications, IT, healthcare, life sciences, food and beverages, and manufacturing and industrials.
We provide an impressive offering of services, from evaluating the capabilities of potential outsourcing providers and drafting master services agreements to support during contract governance and remediating troubled relationships. In addition, we regularly train teams on contract adoption protocols and advise on interpretation. We have a deep bench of experienced lawyers who regularly represent clients in informal and formal outsourcing disputes and contract renegotiations.
Our dual practice advising customers as well as service providers is unique in the legal space, and gives us a distinct edge in representing our clients. The complex nature of outsourcing transactions demands a multidisciplinary approach, which is why we supplement outsourcing engagements with the support of other global cross-practice attorneys, as appropriate. Together, the practice is able to individually address each issue our clients face.
Business Process Outsourcing
In today’s competitive business environment, business process outsourcing arrangements have become a key tool in helping companies increase capabilities and cut costs. We help clients negotiate effective, enforceable agreements that comply with regulations, achieve tax and other financial objectives, deliver improved operational efficiencies, help ensure data protection and information privacy safeguards, and address a range of corporate compliance issues. We have negotiated agreements in a broad spectrum of business processes such as account management, accounting and finance, human resources services, insurance claims processing, investment company management and back-office operations, and procurement, among other areas.
Information Technology Outsourcing
Few businesses have the resources and infrastructure to take full advantage of emerging information technology on their own. However, no business can afford to be left behind the IT curve. We help companies enter into strategic outsourcing arrangements that allow them to take maximum advantage of the tools, applications and platforms available through third-party providers, while enabling them to focus on their core business operations and objectives. We have negotiated, closed and managed many types of outsourcing arrangements, including application development and maintenance, cloud solutions and web hosting, customer service and help desk operations, data center operations and services, data protection and security, managed print services and systems support, among other areas.
Telecommunications and Network Management
Telecommunications technology remains a leading driver of global economic growth, for companies in the telecom sector itself and for businesses that depend on reliable, strong communications and data networks in order to serve their own customers most effectively. Our lawyers have substantial experience helping clients identify key vendors and negotiate and document outsourcing contracts covering a range of related services, including network and infrastructure development, deployment and management, as well as network sharing and roaming, VoIP, website development and hosting, and other agreements.
New technologies, emerging business models and an increasingly mobile workforce have made cloud computing the IT option of choice for many businesses and organizations. We have represented numerous providers, corporate customers and investors on all sides of technology transactions and agreements involving cloud computing, Software as a Service (SaaS), Platform as a Service (Paas), Infrastructure as a Service (IaaS), hosted arrangements, web services and application outsourcing. We help domestic and multinational clients identify and address potential issues such as data security, protection and privacy, while determining the value of services in terms of increased revenues, reduced costs and more efficient operations. We regularly draw on our Firm’s experience in technology intellectual property, finance, corporate transactions, regulatory issues and compliance, and other key areas of law to negotiate transactions and develop enforceable terms of service, service level, subscription and other agreements.
Tier 1 for the eighth consecutive year in Mergers & Acquisitions: Middle-Market Legal 500 2018
Band 2 Nationwide for Technology and Outsourcing. "They're really practical, business-orientated lawyers. They're technically strong at analyzing the issues and telling clients what they need to know to make an informed decision."
"Proactive, customised and legally very good advice. The team does not hesitate to give clear recommendations on concrete actions."
Band 1 for Texas for Tech and Outsourcing. "The team really dives in and gets to the point and definitely want to understand our business processes so it can draft a deal efficiently."
Information Technology Outsourcing
Advising a European market leader for savoury snacks, the Intersnack Group, on the outsourcing of the entire IT infrastructure and negotiation of the corresponding outsourcing framework and WAN agreements with the two chosen service providers Getronics and GTT
Finnair in a long-term, full-scope information technology outsourcing transaction with IBM, including the airline’s infrastructure, server and workstation management, print, network (LAN & WAN), application development and maintenance, service desk, enterprise platforms, cloud and cloud orchestration, and service integration and management (SIAM)
Nokia Corporation in two large IT outsourcing transactions involving a global, full-scale IT outsourcing deal with HCL covering end-user services, including service desk, onsite support, workstation management and end point security, and a long term service agreement with VeriSign establishing a global managed security services solution covering security event management, vulnerability scanning, threat analysis and other data security services
Negotiation of an IT outsourcing agreement for the operation of data centers of the Theo Müller Group, a major European dairy and food manufacturer, and advice regarding data protection issues
Advising a mobile service provider on several BPO and IT outsourcing transactions, call center service agreements and network outsourcing agreements
Spirit AeroSystems in a global print services deal with Lexmark to supply, implement and maintain print devices for the company worldwide
HCL in the negotiation and implementation of a collaboration agreement with CSC, resulting in a strategic alliance to jointly provide private-cloud, public-cloud and hybrid-cloud services to outsourcing customers
Sprint Corporation in two application, development and maintenance deals with IBM and EDS
ISG, a leading global advisor in the outsourcing industry, in further developing its intellectual property and overall approach to coordinating IT and BPO outsourcing transactions
Nokia Corporation in an IT infrastructure outsourcing services agreement with Hewlett Packard
Nokia Siemens Networks in R&D and applications, development and maintenance outsourcing services agreements with Atos and Wipro Limited
TXU Electric in an applications, development and maintenance outsourcing services agreement with Accenture
Business Process Outsourcing (BPO)
A leading mortgage company in a BPO transaction with a global outsourcing provider to provide various mortgage processing and verification services in a transaction that included scanning, image indexing and processing, data entry, data review and verification
Mitsubishi Heavy Industries in its BPO transaction with Genpact that resulted in a captive organization providing various finance and accounting services to Mitsubishi’s various subsidiaries around the world
A consumer packaging company in the negotiation of its BPO arrangement with a leading BPO provider to provide a broad range of finance and accounting (F&A) services encompassing the majority of the customer accounting functions
CoreLogic in a BPO transaction with TCS, whereby TCS will provide data entry, verification and reporting services
Sprint Corporation with a finance and accounting (accounts payable) BPO deal with ACS, and a call center transaction with IBM
Neiman Marcus Group in the negotiation of a benefits administration outsourcing agreement for 401(k) management with Fidelity Investments
Assurant, a Fortune 275 insurance company, in a business process outsourcing agreement for cash management and general ledger services with EXL Technologies
Assurant in a BPO services agreement for call center and customer care support with TCS
Sprint Corporation in the negotiation of a finance and accounting BPO services agreement with ACS for Sprint’s accounts payable functions
Nokia Corporation in a full-scope, global voice and data deal with Telefonica resulting in one of the largest telecommunications deal in Europe
Sprint Nextel Corporation in its acquisition of next-generation wireless infrastructure equipment to upgrade Sprint’s nationwide wireless network involving the purchase of up to $13 billion of equipment and implementation services from Samsung, Alcatel-Lucent and Ericsson
Orange Business Services in a network management outsourcing transaction of its customer-facing network
Pier 1 Imports in its nationwide telecommunications and data deal with AT&T
Finnair in its procurement and implementation of equipment and ongoing services to enable Wi-Fi internet access in Finnair’s fleet of aircrafts
Vinli in an M2M wireless data deal with T-Mobile to provide wireless services to the Vinli OBD II device enabling vehicles to become a “connected car”
Diversey in several telecommunication-related transactions, including a wireline telecommunications services transaction with Verizon, a VoIP equipment purchase and services transaction with Avaya, and an equipment purchase with Cisco
Micron Technology in the formation of IM Flash Technologies, a $5.2 billion joint venture with Intel Corporation
MFS Communications in marine route survey agreements and undersea communications cable construction and services agreements with various third parties for submarine cables and signaling equipment between Europe and the United States and for a right-of-way acquisition and construction of metropolitan fiber-optic networks in major European cities
MCI WorldCom in billions of dollars of network construction, telecom equipment, carrier-to-carrier and customer transactions
Citrix Systems in transactional and patent litigation services ranging from server, client and network delivery of cloud-based applications and end-user experience management, and including the successful defense of Citrix in a five-patent infringement suit related to fundamental aspects of web-based conferencing involving Citrix’ Go-to-Meeting® and Go-to-Webinar® products (Pixion, Inc. v. Citrix Systems, Inc. (N.D. Cal.))
Spirit AeroSystems in SaaS cloud computing agreements and other technology matters
Numerous companies acquiring cloud-based solutions, including Microsoft, Amazon, Salesforce.com, Google, NetSuite, Rackspace, VMware and SoftLayer
HomeServices, a Berkshire Hathaway-owned mortgage loan processing company, in a cloud-based loan application platform license with Ellie Mae
Harris Corporation in its joint venture to develop cloud computing-based medical image management solutions with Johns Hopkins Medicine