Outsourcing and Technology Transactions
- Holland & Knight attorneys represent clients in all aspects of strategic outsourcing and technology transactions, and have significant experience with a broad range of transactions, industries and service providers.
- Our Outsourcing and Technology Transactions Team has extensive experience in a wide range of categories, including information technology outsourcing (ITO), business process outsourcing (BPO), enterprise resource planning (ERP), managed network services (MNS) and cloud computing transactions, including software as a service (SaaS), platform as a service (PaaS) and infrastructure as a service (IaaS) arrangements.
- Our team has negotiated and completed billions of dollars of outsourcing and enterprise technology transactions throughout the world.
Overview
The Holland & Knight Outsourcing and Technology Transactions Team represents clients in all aspects of strategic outsourcing and enterprise technology transactions, and has significant experience with a broad range of transactions, industries and service providers. Our team has negotiated and completed billions of dollars of outsourcing and enterprise technology transactions throughout the world.
Our Outsourcing and Technology Transactions Team has extensive experience in a wide range of strategic outsourcing and technology transactions, including the following:
- Strategic Information Technology (ITO) and Business Process Outsourcing (BPO)
- Enterprise Resource Planning (ERP) Licensing, Implementation and Support
- Managed Network Services (MNS)
- Cloud Services, including Software as a Service (SaaS), Platform as a Service (PaaS) and Infrastructure as a Service (IaaS)
- Marketing Technology Solutions, including Digital Advertising, Digital Sponsorship, Loyalty Programs, Ad Word, Display Ad and Content Licensing
- Stored Value Card Production, Distribution and Processing
- Technology Development and Commercialization
- Joint Ventures and Strategic Alliances
Our experience with the major service providers, understanding of the critical operational, financial and legal risks associated with each type of transaction, and solution-oriented approach allows us to shorten the contracting cycle, speed realization of benefits for clients, and achieve flexible and lasting solutions.
Holland & Knight's Outsourcing and Technology Transactions Team represents clients in all aspects of strategic outsourcing and technology transactions, including the preparation of a request for proposal (RFP), guidance through the vendor down-selection process, negotiation of a definitive agreement, life cycle management, and contract enforcement and dispute resolution.
We have significant experience with a broad range of transactions, industries and service providers, which allows us to provide experienced market-based guidance to our clients and to bridge the knowledge gap between our customer clients, who periodically engage in these strategic technology transactions, and the service providers, who have full time and dedicated deal teams.
Our attorneys regularly represent clients in the following industries and have significant experience navigating the commercial, industry and legal issues that companies operating in these industries face:
- Healthcare and Pharmaceutical
- Banking and Financial Services
- Investment Advisory and Management
- Retail (Omni-channel)
- Hospitality and Leisure
- Information Technology Services
- Agriculture, Petroleum and Mining
- Manufacturing
- Insurance
- Public Transportation
We are committed to providing clients with a balanced and solution-oriented approach to negotiation that focuses on achieving strategic business objectives and maintains positions that meet our clients' risk profiles.
Holland & Knight employs a lean staffing model and consistently leverages technology to ensure that we provide excellent service in a cost-efficient and cost-effective manner.
Our Outsourcing and Technology Transactions Team consists of a core group of attorneys at all levels that are located in multiple offices around the country and who have significant experience advising clients on all aspects of outsourcing and technology transactions, including the development of the sourcing strategy, assistance with the RFP and down-selection process, advising on life cycle management issues, exit strategy and dispute resolution. We also have several members of our core team with in-house experience that provides us with deeper insight into the roles and responsibilities of information technology (IT), finance, procurement, operations and legal within a business, and enables us to provide succinct, practical and actionable advice to our clients. We consistently strive to make our clients' lives easier and to enable them to be successful in their roles.
Our core team is supported by a group of attorneys with particular industry and practice area skills and knowledge. On the industry side, we have deep experience in banking and financial services, healthcare and pharmaceutical, technology, retail and hospitality, real estate and construction, manufacturing and distribution and agriculture. On the supporting practice side, we have strong practices in privacy and data security, labor and employment, intellectual property, domestic and international taxation and other key areas, which bring deeper insight into the operational, financial and legal advice that we are able to offer clients.
In order to provide efficient and cost-effective support, we employ a lean staffing model – typically consisting of one partner and one associate – on a transaction and attempt to leverage contract staffing and automation for higher volume, repeatable activities. This approach, along with our broad geographic footprint that includes attorneys in several lower-rate markets, has enabled us to provide services in a cost-effective and competitive manner.
Strategic Outsourcing (ITO and BPO)
Our Outsourcing and Technology Transactions Team represents numerous clients in connection with outsourcing their information technology and business process functions to service providers who have the experience, scale and leverage to perform the outsourced functions more effectively and efficiently. This allows our clients to focus their resources and attention on their core business objectives. Our lawyers have assisted companies with a broad range of ITO and BPO transactions, including transactions involving the following functions:
|
Information Technology Outsourcing |
Business Process Outsourcing |
|
IT infrastructure operation, administration and support |
Finance and accounting outsourcing |
|
Application development, maintenance and support |
Human resources, payroll processing and benefits administration |
|
Re-platforming applications from mainframe to distributed and cloud environments |
Facilities management outsourcing and customer relationship management |
|
IT help desk and desktop support |
Contact center services |
|
Managed Network Services (MNS) |
Procurement outsourcing |
|
Managed Security Services (MSS) |
Warehouse management and supply chain outsourcing |
|
Secured Payment Solutions (SPS) |
Legal process outsourcing |
|
Co-location services |
Insurance application hosting and claims processing |
|
Managed public, semi-private and private cloud services |
Back office services outsourcing |
Enterprise Resource Planning (ERP)
Our lawyers have significant experience working with clients in the licensing, implementation and support of large Enterprise Resource Planning (ERP) software solutions in the financial, retail, manufacturing, telecommunications and hospitality industries. We assist clients in each stage of the transaction, beginning with the development of business requirements and technical specifications, preparation of the request for proposal (RFP), evaluation and selection of the ERP solution and implementation service provider, negotiation of definitive agreements and management of the project.
Cloud Computing
Our attorneys have experience representing clients in a broad array of cloud solution types and have bridged complex issues with most of the leading providers of cloud services.
With the recent proliferation of cloud computing and "as-a-service" solutions as well as the resultant legal and compliance risks associated with these solutions, companies need counsel experienced in outsourcing and technology transactions in order to obtain effective and compliant solutions as well as the most favorable risk allocation and price. Many of the risks attendant to cloud services and SaaS solutions are similar to the risks that arise in ITO and BPO transactions and require careful consideration of many of the same business, technical, financial and legal issues. Our extensive background in strategic sourcing as well as a deep understanding of the legal and business issues associated with private and public cloud solutions and SaaS solutions have allowed us to successfully obtain strong, compliant and lasting agreements for our clients.
Managed Network Services (MNS)
Our lawyers have significant experience working with clients in a variety of telecommunications and MNS transactions, including global transactions involving MNS, local area network services, wide area network services, wireless network services and voice and data transport services.
Advertising (AdTech) and Marketing Technology (MarTech)
Our Outsourcing and Technology Transactions Team has significant experience representing clients with advertising technology (AdTech) and marketing technology (MarTech) transactions. We actively assist clients in evaluating their AdTech and MarTech strategies, selecting and negotiating agreements with providers, and interpreting and advising on the complex and evolving legal requirements that apply to AdTech and MarTech transactions.
Our digital advertising and marketing experience includes paid search, display ad, search engine optimization, pay-per-click (paid advertisements and promoted search results), social media marketing, content marketing, email marketing, mobile marketing, marketing analytics and affiliate marketing arrangements. We also assist clients with content licensing and distribution, digital advertising, sponsorships and promotions, and similar arrangements.
Stored Value Cards
Our Outsourcing and Technology Transactions Team has significant experience representing clients with transactions involving the production, distribution and processing of closed-loop and open-loop stored value cards. We actively assist clients in evaluating their strategies, selecting and negotiating agreements with providers, and allocating responsibility for escheatment and other legal requirements that apply to stored value card transactions.
Technology Development and Commercialization
Our Outsourcing and Technology Transactions Team has significant experience representing clients with a broad range of commercial transactions involving the development and commercialization of technology and intellectual property. We actively assist clients in evaluating their strategies, selecting and negotiating agreements with providers, and ensuring that they obtain a favorable allocation of operational, financial and legal risks.
Joint Ventures and Strategic Alliances
Our Outsourcing and Technology Transactions Team has significant experience representing joint ventures and joint venture partners in connection with the development and negotiation of commercial contracts for the provision of services between the joint venture and the joint venture partners. We also assist the joint venture with the commercial contracts required to support the outbound marketing and sale of the products and services provide to customers by the joint venture.
Representative Engagements
- Represented a global hospitality company in connection with the negotiation of an agreement with Amadeus to develop, re-platform, host (in multiple instances through private and Azure public cloud), maintain and operate a distributed global reservation system servicing more than 6,000 locations across the globe and processing more than $12 billion in transactions
- Represented a publicly traded healthcare information technology service provider in connection with the negotiation of an agreement with Atos to outsource administration, management and operation of certain data centers, IT infrastructure, maintenance and support of legacy and third-party applications, and network services and migration and management of certain applications to private and Azure public cloud environments; transaction valued at approximately $680 million
- Represented a global manufacturer of rolled aluminum in connection with the negotiation of an agreement with Capgemini to outsource the administration, management and operation of certain data centers, IT infrastructure and network services and to migrate and manage the hosting of certain software applications from a dedicated on-premises solution to private and semi-private Amazon Web Services (AWS) cloud solutions
- Represented a global hospitality company in connection with the negotiation of an agreement with CenturyLink to provide managed services, collocation services and private cloud, semi-private cloud and Azure public cloud hosting services; transaction valued at approximately $150 million
- Represented a publicly traded retail provider of sports and outdoors merchandise in the negotiation of an agreement with Cognizant to outsource infrastructure support, application development and maintenance, and network services and to migrate certain legacy applications to a private and public Azure cloud solution; transaction was valued at approximately $250 million and included rebadging of roughly 150 employees
- Represented a global hospitality company in connection with the negotiation of an agreement with HP to procure, install and support a new point-of-sale system at more than 6,000 locations worldwide
- Represented a Fortune 50 manufacturing company in connection with the negotiation of an agreement with IBM to outsource operation, administration and support of IT infrastructure including mainframe, data centers and network services, physical and logical security, application maintenance and support, and helpdesk and desktop support; transaction was valued at approximately $600 million and included rebadging of employees in multiple countries
- Represented a global hospitality company in connection with the structuring and management of a request for proposal (RFP) with the negotiation of definitive agreements with multiple providers to provide a managed security solution to more than 6,000 hotels
- Represented a publicly traded office supply retail company in connection with the negotiation of an agreement with TCS to outsource the administration, management and operation of certain data centers, IT infrastructure and network services and to provide a managed cloud solution to host certain software applications
- Represented a Fortune 50 retail company in connection with the renegotiation of an agreement with Getronics to provide an outsourced solution for on-site support of in-store IT systems and software for approximately 2,000 store locations; transaction was valued at approximately $200 million
- Represented a health insurance company in connection with resourcing of an outsourcing arrangement for mainframe operations and the provision of claims evaluation and batch claims processing services to EDS
- Represented a publicly traded airline in connection with the outsourcing of IT infrastructure (data centers), network, desktop support, network services and related services to IBM; transaction was valued at approximately $650 million and involved rebadging of more than 500 employees and contractors
- Represented a publicly traded office supply retail company in connection with the negotiation of an agreement with IBM to outsource operation and support of certain servers and to provide application development and support for certain legacy and third-party applications
- Represented a Fortune 50 retail company in connection with the outsourcing of application development, testing and support for certain legacy and third-party applications to Infosys
- Represented a Fortune 50 retail company in connection with the outsourcing of IT helpdesk support for operations in the People's Republic of China to IBM
- Represented a publicly traded national bank in connection with the negotiation of an agreement to outsource end-to-end management of its specialty trust services business operations to Cushman Wakefield
- Represented a publicly trade global investment management company in connection with the outsourcing of its global facilities management function to Mace Marco Limited
- Represented a global provider of containers and logistics solutions in connection with the negotiation of an agreement to outsource payroll and benefits for Australian and European operations to ADP
- Represented a publicly traded global telecommunications company in connection with the outsourcing of call center operations, human resources functions, and application development and maintenance services to Tech Mahindra
- Represented a publicly traded New York bank in connection with the outsourcing of its trust business involving cash, equities and other securities to FIS
- Represented a national bank in the negotiation of an agreement with Dovenmuehle Mortgage Inc. to provide an outsourced mortgaged servicing solution
- Represented a Fortune 50 retail company in connection with the outsourcing of accounts payable, accounts receivable, audit, recovery and cash disbursement functions to IBM Daksh
- Represented a Fortune 50 retail company in connection with the outsourcing of customer relationship management function for services business to Convergys
- Represented a Fortune 50 retail company in connection with the outsourcing of customer relationship management for store operations to Affiliated Computer Services (ACS)
- Represented a Fortune 50 retail company in connection with the outsourcing of back office merchandising and logistics functions to TCS
- Represented a service provider in the negotiation of an agreement with a global banking institution to provide an outsourced solution for payment and remittance processing for the United States and Canada
- Represented a global cosmetics and fragrance company in connection with the negotiation of an agreement to outsource the administration, management and operation of its North American supply chain and fulfillment operations, including facilities, pick, pack, shipping, delivery and returns to DHL
- Represented the third largest private health system in the United States in connection with the implementation and hosting of Electronic Health Records (EHR) software solution that included EHR reimbursement under the Health Information Technology for Economic and Clinical Health (HITECH) Act for meaningful use
- Represented a financial solutions provider for the business aircraft market in connection with the negotiation of an agreement with Odessa to license, implement and support an enterprise leasing management solution and separate agreement with Genpact in connection with the implementation and hosting of the software
- Represented an insurance management company in connection with negotiation of an agreement with SAP to license and support ERP solution
- Represented an insurance management company in connection with negotiation of an agreement with Aasonn to implement and configure SAP ERP solution
- Represented a women's fashion designer and retail company in connection with the negotiation of agreements with SAP to license, install, host, manage and support an enterprise S/4 Hana software solution
- Represented a hospital system in connection with the negotiation of an agreement to license, implement and support an enterprise software system from Perceptive Software
- Represented a designer and manufacturer of women's clothing in connection with licensing, implementation and support of a merchandise management system from SAP
- Represented a retailer of women's fashion jewelry and accessories in connection with licensing, implementation and support of a merchandise management system from Oracle and separate agreement with IBM to implement, host and maintain Oracle merchandise management system
- Represented a global manufacturer of golf equipment and accessories in connection with the negotiation of an agreement to license, implement and support a hosted ERP system from Oracle and separate agreement with OSI Consulting Inc. to configure an Oracle ERP system
- Represented a global manufacturer in connection with the negotiation of an agreement with Infor to license, implement and support their ERP system
- Represented a hospital system in connection with the licensing, implementation and support of an electronic medical records system from Epic Systems
- Represented a private retail company in negotiation of an agreement with Oracle to license and support Oracle merchandise management system and separate agreements with Wipro and Logic Information Systems to implement and configure Oracle merchandise management system
- Represented a publicly traded home improvement company in negotiation of an agreement with Accenture to implement and configure SAP ERP system
- Represented a national bank in connection with the negotiation of an agreement with Applied Systems to license, implement, host and support a platform for premium financing and insurance transactions
- Represented a global banking institution in connection with the negotiation of an agreement with Jack Henry and Associates to license, implement, host and support interactive online banking platform and mobile banking solution
- Represented a publicly traded global investment management company in connection with negotiation of an agreement with Donnelley Financial to license, implement, host and support an enterprise fund management solution
- Represented a publicly traded global investment management company in the negotiation of an agreement with SAP to license, implement, host and support an enterprise expense management and travel solution
- Represented a publicly traded global investment management company in the negotiation of an agreement with SmartStream to license, implement, host and support an enterprise financial management solution
- Represented a privately held operator of franchise restaurants in connection with the negotiation of an agreement with Thomson Reuters to license, implement, host and support an enterprise indirect and direct tax solution
- Represented a publicly traded home builder in connection with the negotiation of an agreement with Salesforce to provide an enterprise customer relationship management solution and separate agreement with ApostleTech to implement and configure an enterprise customer relationship management solution
- Represented a regional hospital system in connection with the negotiation of an agreement with FujiFilm to license, implement and support an on-premises software solution for use by radiology teams at more than 12 hospitals
- Represented the largest operator of membership warehouse clubs in Central America and the Caribbean in connection with the negotiation of an agreement with SAP to license, implement, host and support a full ERP package
- Represented a global hospitality company in connection with the structuring and management of a request for proposal (RFP) with multiple vendors and the negotiation of definitive agreements with multi-providers to provide a global cloud-based property management system for more than 6,000 hotels
- Represented a global hospitality company in connection with the structuring and management of a RFP with multiple vendors and the negotiation of definitive agreements to provide a cloud-based secured payment system for more than 6,000 hotels
- Represented a hospital system in connection with the negotiation of an agreement with a leading provider for the provision of an integrated telemedicine services solution
- Represented an international manufacturer of mattresses and bedding products in the negotiation of an agreement to provide a cloud-based disaster recovery solution
- Represented a publicly traded retail provider of flooring in connection with negotiation of an agreement with Manhattan Associates for cloud-based inventory management solutions
- Represented a privately held retailer of sports and outdoors merchandise in connection with the negotiation of an agreement to provide a SaaS inventory analytics solution
- Represented a privately held retailer of sports and outdoors merchandise in connection with the negotiation of an agreement to provide a SaaS-based size and order optimization solution
- Represented a privately held retailer of sports and outdoors merchandise in connection with the negotiation of an agreement to provide a SaaS-based merchandise price optimization solution
- Represented a publicly traded retail provider of doughnuts in connection with the negotiation of an agreement to provide a SaaS-based facility maintenance solution
- Represented a manufacturer of rolled metal products in connection with the negotiation of an agreement to provide a SaaS-based human resource management and payroll solution
- Represented a manufacturer of building materials in connection with the negotiation of a an agreement to provide a SaaS-based human resource management and payroll solution
- Represented a global hospitality company in negotiation of an agreement with Microsoft for the provision of an enterprise Microsoft Office 365 solution
- Represented a publicly traded manufacturer of electronics in the negotiation of an agreement to provide a SaaS-based human resources and payroll solution
- Represented a publicly traded telecommunications company in connection with a global managed network services project that involved the provision of managed network and transport services in support of the global operations of Ameriprise Financial
- Represented a publicly traded telecommunications company in connection with a global managed network services project that involved the provision of managed network and transport services in support of the global operations of Fannie Mae
- Represented a publicly traded telecommunications company in connection with a global managed network services project that involved the provision of managed network and transport services in support of the global operations of Chubb Limited
- Represented a publicly traded telecommunications company in connection with a global managed network services project that involved the provision of managed network and transport services in support of the global operations of Neovia Logistics
- Represented a publicly traded telecommunications company in connection with the negotiation of an agreement to provide managed network services, transport services, and voice and data services to Hilton
- Represented a publicly traded telecommunications company in connection with the negotiation of an agreement to provide managed network services, transport services, ethernet virtual private network (EVPN), AT&T Network-Based IP VPN Remote Access (ANIRA) and voice service to Mead Johnson
- Represented a global telecommunications company in connection with negotiation of an agreement to provide managed network services for Georgia Technology Authority
- Represented a publicly traded telecommunications company in connection with the negotiation of a display ad services agreement with Google
- Represented a publicly traded telecommunications company in connection with the negotiation of a display ad services agreement with Yahoo
- Represented a publicly traded retailer of sports and outdoors merchandise in connection with the negotiation of an agreement to provide web-scraping and search analytics services
- Represented a publicly traded retail company in connection with the negotiation of an agreement to provide in-store mobile tracking solution for merchandising optimization
- Represented a publicly traded retail company in connection with the negotiation of agreements with professional athletes to provide paid social media content on Twitter during certain sporting events
- Represented a publicly traded telecommunications company in connection with the negotiation of agreements to provide display ad and ad word services to customers through its network of websites
- Represented a global hospitality company in connection with negotiation of an agreement to provide display ad placement and digital advertising service
- Represented a fast-food company with an agreement to license of fonts for its labels for retail products
- Represented a global publicly traded hospitality company in connection with the negotiation of an agreement to provide analytics, social, advertising, media optimization, targeting, web experience management and content management products
- Represented a multinational hospitality company in connection with the negotiation of an agreement to provide business text messaging services to increase customer engagement and improve customer satisfaction
- Represented a global cloud infrastructure provider in connection with the negotiation of an agreement to provide an account-based marketing platform
- Represented a global cloud infrastructure provider in connection with the negotiation of an agreement to provide business-to-business (B2B) intent data
- Represented a privately held sports and outdoors retail company in connection with the negotiation of an agreement with Stored Value Solution for the production and processing of physical and electronic open-loop stored value cards and separate agreements with Incomm and Blackhawk for the sale and distribution of the stored value cards through brick-and-mortar and electronic channels
- Represented a privately held women's clothing and accessories retail company in connection with the negotiation of an agreement with Stored Value Solutions for the production and processing of physical and electronic open-loop stored value cards
- Represented a global hospitality company in connection with negotiation of agreements with Incomm for the production and processing of open-loop and closed-loop stored value cards
- Represented a publicly traded company in connection with the negotiation of an agreement to produce and process purchase card (P-card) transactions for trucking fleet
- Represented a global provider of software, SaaS and services in the development of global contractual framework to support the sale of all AVEVA product offerings, including preparation of contractual framework, interviews with key stakeholders, training and negotiation assistance
- Represented a privately held security company in the development of a "go-to-market" strategy and supporting contractual structure for physical security appliance used for screening large groups at public events
- Represented a company in connection with the negotiation of an agreement to license certain patented designs to a third party to manufacture and supply private label devices for the destruction and recycling of digital and physical records and other office documentation
- Represented a retail company in connection with the negotiation of an agreement to provide contract manufacturing of private label merchandise
- Representing a fiber optics company in connection with the negotiation of an agreement to license certain patented technologies to a third party to manufacture and supply laser
- Represented a generic pharmaceutical company in the negotiation of an exclusive license to market, distribute and sell generic forms of products containing certain active pharmaceutical ingredients from Andapharm and an exclusive agreement to for the manufacturing and supply of all the company's requirements for the licensed products
- Represented a branded pharmaceutical company in the negotiation of an agreement to purchase the completed drug master file (DMF) for a product for the purpose of obtaining an abbreviated new drug application (ANDA) within the United States
- Represented a branded pharmaceutical company in the negotiation of an agreement to purchase the DMF and rights to products containing certain active pharmaceutical ingredients from Andrx Pharmaceuticals (n/k/a Watson Pharmaceuticals) and an non-exclusive agreement for the manufacturing and supply of the acquired products; the transaction value exceeded $100 million
- Represented a publicly traded U.S. pharmaceutical company in the negotiation of an agreement with Boehringer Ingelheim to manufacture and supply active pharmaceutical ingredient for use in the production of two major lines of the company's products; the transaction value exceeded $400 million
- Represented a publicly traded U.S. pharmaceutical company in the negotiation of an agreement with Cardinal Health for the development and testing of a new a drug product
- Represented a publicly traded internet service provider in connection with the formation of a joint venture with an international telecommunications company to establish a mobile virtual network operator; the joint venture involved the contribution of approximately $480 million in capital, assets and services by the joint venture partners
- Represented a joint venture formed by three credit reporting agencies to satisfy Fair and Accurate Credit Transactions Act (FACT Act) compliance obligation, including the negotiation of commercial agreements with each joint venture partner to provide a marketing, information technology, finance, human resources, contact center services and other back office services
- Represented a financial technology (FinTech) company in connection with the creation of a strategic alliance with a financial services company to advertise and market product offerings, including development of process for developing and approving marketing plans, tracking lead generation and commission compensation structure
- Represented an online advertising company in connection with the creation of a strategic alliance with an online search engine to jointly market display ad services to each companies network of advertisers and sites
- Represented an agricultural company in connection with the formation of a joint venture with private investment company, including negotiation of commercial agreements with the joint venture for the provision of marketing, finance, human resources, IT and other back office services
- Represented a joint venture formed by a not-for-profit association of healthcare information management companies for the purpose of marketing its proprietary healthcare information management platform and negotiated commercial agreements between the joint venture and the joint venture partners to provide marketing, finance, human resources, IT and other back office services to the joint venture and to compensate the joint venture partners for those services and the profits from the commercialization of the platform
