Eversheds Sutherland’s Technology, Outsourcing and Procurement (TOP) Group provides legal and commercial advice to clients in technology and intellectual property acquisition, licensing transactions, outsourcing agreements, procurement of technology assets, and complex business and support services.
These transactions frequently involve a substantial service delivery component, which requires carefully constructed agreements that define complex service arrangements, detailed service level frameworks, and appropriate contractual mechanisms to ensure that requirements as to quality, timeliness, cost, innovation, flexibility and other critical performance standards are continually met throughout long-term agreements. We help our clients not only structure, negotiate and document these arrangements, but also assist our clients in managing existing relationships, including providing assistance on governance mechanisms, negotiating contract amendments, various dispute resolution processes, and initiating and responding to software license audit requests. We have deep knowledge of market terms and conditions, and the practices and approaches of the various players in the industry segments, which enables us to provide our clients with efficient, effective advice and to drive successful negotiated outcomes.
We advise both customers and providers on a broad range of technology- based transactions, including information technology outsourcing (ITO), business process outsourcing (BPO), application development and maintenance (AD/M), managed data/voice networks, data center leases, call center support, supply chain/procurement/logistics, technology licensing, software as a service (SaaS) transactions, large-scale software implementations and all aspects of e-commerce. We also advise providers in developing their offerings and taking them to market. Partnering with our corporate colleagues, we have unique expertise on onshore and offshore joint ventures, equity investments and shared services arrangements.
For many transactions, we work with our clients on an end-to-end basis throughout the entire transaction life cycle, including advising on requests for proposal (RFP), supplier qualification and down-selection, contract preparation, negotiation and execution, and post-execution transition and contract management phases, and various forms of governance and dispute resolution. 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.
Why Eversheds Sutherland?
Focus on clients. The client is our priority. We understand that every client has its own goals and objectives, and we treat each matter accordingly, with the best interests of our clients in mind.
Creativity. We are experienced in handling unique transactions and developing custom solutions. Our TOP Group is supported by Eversheds 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 and countless niche players. We know what is reasonable and doable, and our advice spans well beyond legal into all commercial aspects of these transactions.
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. Our clients span all industries and geographies. We have a particular focus on financial services - including banks, insurance companies, credit reporting companies and credit card processing companies, healthcare, telecom, and media and entertainment.
National recognition. We are recognized nationwide by Chambers USA in the area of outsourcing. According to one source, “They are responsive and knowledgeable, and they utilize their internal resources well” (Chambers USA 2014).
Representative Skills
- 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”)
Take Action
Eversheds 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.
