Practice/Industry Group Overview
Sutherland’s Technology, Outsourcing and Procurement (TOP) Group provides legal and market advice to clients engaged in technology transfer and licensing transactions, offshore and onshore outsourcing arrangements, and procurement of technology assets and complex business and support services across multiple industry sectors.
Our TOP Group advises clients on all aspects of acquiring, licensing (as licensee or licensor) and using technology and related intellectual property assets. These transactions frequently involve a substantial service delivery component, which requires detailed scope of services definitions, project management components, carefully constructed service level agreements, and appropriate contractual leverage mechanisms to meet required business deadlines and milestones, and to assure that quality, quantity and other critical performance standards are met throughout the term of the arrangement. For example, in 2013, Sutherland served as lead counsel for one of the most significant technology license and services transactions completed in the electronic payments field in recent years. We help our clients negotiate and document these arrangements and manage these relationships following contract execution, including initiating or responding to software license audit requests and negotiating any related proposals for incremental license fees.
Where our client is the buyer of technology or other business support services, our TOP Group helps them obtain “market” terms that can protect them from contract, project and performance risks. We assist clients with business process outsourcing (BPO), information technology outsourcing (ITO), application development and maintenance services arrangements (AD/M), managed data/voice networks, data centers, call centers, managed network services (MNS) outsourcing, human resource outsourcing (HRO), procurement/logistics, software as a service (SaaS) and application service provider (ASP) services, and onshore and offshore joint ventures and shared services arrangements. We have experience in all aspects of supply chain and logistics management, including e-commerce, distribution, international sales, co-op purchasing, and large-scale licensing. We also advise on software acquisition and implementation arrangements, including enterprise resource planning (ERP) and professional services. We proactively advise and assist our clients in contractually defining and implementing, in legally enforceable terms, their business, operating and technical objectives.
We work with clients on an end-to-end basis throughout the entire procurement process, including advising on request for proposal (RFP) preparation and distribution, supplier qualification and down-selection, contract preparation and negotiation, and closing and implementation, and post-execution contract management phases. We assist the client in contractually defining and implementing service level agreements and associated leverage mechanisms to drive timely performance at the quality, quantity, responsiveness, availability/reliability and functional levels required to satisfy the client’s business needs and to appropriately penalize non-compliant performance. Our knowledge of market terms and conditions, and the practices and approaches of players in the various industry segments, enables us to provide our clients with efficient, effective and market-acceptable mechanisms to manage arrangements with service providers to successful outcomes with respect to price and performance throughout the entire term of the relationship.
Following contract execution, we assist clients with contract management strategy, governance, dispute resolution; and exit mechanisms and assist in restructuring and renegotiating existing arrangements. We represent clients across all industry sectors, including financial services, insurance, data/analytics, energy, hospitality, consumer products, manufacturing, transportation/logistics, distribution, aerospace, healthcare and telecommunications. Our attorneys are familiar with the major services and software providers such as IBM, HP, Accenture, Oracle, Deloitte, SAP, Microsoft, Avanade, CA, CSC, Sun, Wipro, TCS, AT&T, Cap Gemini, CGI and Genpact, to name a few.
Focus on clients. In all of our negotiations for software and services transactions, the client is our priority. We know how to write contracts that help our clients achieve their business goals.
Creativity. We are experienced in handling unique transactions and developing custom solutions. Our TOP Group is supported by Sutherland’s substantial intellectual property, tax, litigation, commercial transaction, merger and acquisition, and finance resources, as needed.
Industry knowledge. We have negotiated with all of the major service providers, which enables us to benchmark contracts for our clients. We know what is reasonable and doable, and we will make sure our clients receive the best possible terms.
Flexibility. Not all contracts work out the way both parties hope. When we advise clients on a contract, we also plan an exit strategy and can rework existing deals.
Broad client base. Any client that requires software and services can benefit from outsourcing and software implementation agreements. Our clients include banks, insurance companies, credit reporting companies, credit card processing companies, electronics and consumable producers, manufacturers, logistics, air and trucking companies, and telecom providers.
- Procurement processes, including RFP/RFI/RFX
- Software and technology licensing
- Software as a Service (SaaS)
- Evaluation and negotiation of cloud storage and data
- Software management and compliance programs, software audits, and license disputes
- Termination planning and termination disputes for long-term technology or services arrangements
- Technology, license and IP elements of manufacturing, distribution and service agreements
- Contingency planning (such as back-up licenses), and disaster recovery
- Large-scale professional service engagements
- Software licensing, implementation, and systems integration
- Service Level Agreements (SLAs)
- Financial technology transactions, including payment systems
- Web-based business and E-commerce
- Business Process Outsourcing
- Research and development agreements
- Technology joint ventures (shared services arrangements)
- Employee/inventor terms and disputes
- Technology transfer
- Transition services agreements in mergers, acquisitions and divestitures
- “Clean room” development plans
- Formulation and monitoring of internal IP compliance programs
- Data analytics (“big data”)
Sutherland lawyers have the deep industry experience and legal knowledge needed to enable our clients to be successful in conducting technology transfer and licensing transactions, outsourcing and other complex business services arrangements, and procurement of technology assets and business services.
Sutherland represents financial institution in creating multi-year license and services arrangement with leading payment card network.
Sutherland represented one of the world’s largest financial institutions in creating a multi-year license and services arrangement with one of the leading payment card networks. One of the most innovative and significant recent transactions in the payments industry, the platform license was designed to give the financial services client greater control and visibility over its business while providing the payment card network assurance of compliance with its business rules and policies.
Sutherland represents a client with a $300 million business process transformation, operations and data center outsourcing arrangement.
Sutherland advised a consumer electronics manufacturer and distributor in the structure and negotiation of a $300 million business process transformation, operations and data center outsourcing arrangement with IBM.
Sutherland forms and represents a $2+ billion purchasing co-op in all legal aspects of the operation and purchasing practices of the co-op.
Sutherland provides contract, corporate, antitrust, and regulatory advice for this two-decade purchasing arrangement.