Recent Representative IT and Outsourcing Engagements
Set forth below are some representative outsourcing transactions handled by Kaye Scholer. While not listed below, the firm has also handled litigation and arbitration for clients for disputes over outsourcing and technology service agreements.
- International Procurement Outsourcing.
Kaye Scholer handled one of the largest international procurement
outsourcing transactions with one of the world's largest providers for
a client's operations in Europe, Asia and the U.S. The transaction
covered procurement of goods and services, including advertising and
marketing.
- Multi-million Dollar Series of Software and Customer
Relationship Agreements with Multiple Vendors in Different Offshore
Countries. Over the last several years the firm has been
asked to handle a succession of domestic and offshore outsourcing
agreements for different business units of one of our Fortune 150
clients with providers having both U.S. and offshore business units.
The firm developed contract documents to allow the client to monitor
and compare the performance of different vendors on a unified basis and
to have an "early warning system" of potential performance problems.
Kaye Scholer developed Statements of Work to provide services to
different business units of the client and at the same time provide
each unit with the benefits obtained by other business units.
- $100 million Combined Domestic and Offshore IT Outsourcing Deal.
The firm was retained by a Fortune 500 company in the document and
communications automation business to handle a $100 million combined
domestic and international IT outsourcing transaction (including
software development). As in many transactions, the firm reviewed the
work of the outside consultant hired by the client, modified the
detailed RFP documents, prepared the Master Services Agreement, worked
on the business continuity and disaster recovery plans, and advised the
executives managing the project. This illustrates the combined
business/legal modifications the firm contributes to an outsourcing
project to improve upon common industry practice and better protect its
client.
- Offshore Outsourcing for a Car Rental Company.
Kaye Scholer negotiated and drafted an agreement for IT, call center
and customer relationship management services for a car rental company
as part of a series of transactions handled for this client. Several
different IT platforms have been involved.
- Multi-Phase Offshore IT Outsourcing for a Major Logistics and Supply Management Company.
Kaye Scholer was recently retained by this company to assist in its
large strategic multi-phase, multi-country project for offshore
outsourcing of software development and IT management functions.
- Combined IT, Hosting and Real Estate Agreement for a Leading Financial Services Company.
Kaye Scholer negotiated and drafted an agreement for computer equipment
to be used in performing critical functions in the trading operations
of a major financial services company at an off-site facility, and for
related services. The firm's real estate practice group was involved in
providing the client with advice in obtaining important real estate
rights, which are not commonly provided in hosting transactions. These
gave the client direct rights with the landlord of the hosting facility
that could be potentially valuable if the hosting company were to
suffer financial reverses.
- Multi-Phase U.S. and Indian Offshore Services Agreement with Option for Captive Indian Unit.
For a major insurance company with computer systems and businesses in
the U.S. and other countries, the firm negotiated and drafted a
multi-phase agreement for the outsourcing to India of software and
database development, as well as maintenance and related computer
services. The different phases were for the successive expansion of the
scope of services to be provided by the outsource provider, which had
both U.S. and Indian operations. The agreement included an option for
the client to establish a captive offshore development entity in India.
- IT and Software Development Outsourcing for a "Big Box" Retailer.
Kaye Scholer was retained by a nationally known "big box" retailer for
a large IT outsourcing project. The scope of the agreement covered
software development as well as legacy software support. Key issues
included structuring the documentation and practices to protect and
retain the client's intellectual property and IP rights during and
after outsourcing, coordinating work with the client's other software
suppliers and licensors, and handling complicated open source issues.
- Representation of Vendor in Outsourcing Business with International Data Privacy Compliance Requirements.
The firm represented a vendor providing outsourcing services in the
medical device, imaging and software business. The firm's services have
involved cross-border data flow and privacy law compliance, and IT
aspects of other regulatory compliance in the U.S. and other countries.
- $50 million Outsourcing and Technical Services Agreement for a Large Pharmaceutical Company.
Kaye Scholer negotiated and drafted agreement documents for hardware
and technology services for one of the world's largest pharmaceutical
companies in a $50 million international transaction involving multiple
major vendors. Speed was of the essence in this deal, and the firm
worked closely with lawyers in the client's General Counsel's office in
drafting a comprehensive set of agreements.
- Handled Emergency Outsourcing Problem and Follow-Up Insourcing.
Kaye Scholer was retained to assist a large financial institution on an
emergency basis in connection with an outsourcing project that
encountered problems and had potential litigation and regulatory
components. A complex series of agreements were drafted, litigation was
avoided, and the firm worked closely with the General Counsel's office
on reversing the outsourcing and ultimately insourcing the work.
Complicated negotiations with the multiple parties and legal teams were
involved in resolving this situation on a favorable basis for the
client.
- $10 million+ Outsourcing for a Major Real Estate Brokerage Company.
The firm handled the revision and negotiation of an agreement for the
provision of software application and related services to a major real
estate brokerage company. Online services were an important part of
this transaction.
- Large Indian Offshore Development and Maintenance Agreement.
Kaye Scholer handled the outsourcing to India of software and database
development services, and software maintenance and related services
involving a major reservations system.
- Two-Phase Indian Offshore Agreement. The
firm negotiated and drafted a two-phase Indian offshore agreement,
including software development and maintenance, for a major
insurance/financial services firm.
- Domestic IT and Data Management Outsourcing for a Professional Sports Association.
The firm redrafted and negotiated a series of agreements for software
licensing, hosting services, project management, requirements analysis,
and other professional services related to software implementation,
including training, consulting and technical support services, as well
as ongoing software maintenance and support, for one of the largest
sports organizations. Special statutory data privacy issues were
involved.
- $10 million+ Electronic Distribution Services Agreement for a Financial Services Institution.
Kaye Scholer negotiated and drafted a complex master agreement and
numerous amendments, Project Plans and Statements of Work for
interactive services, software development and Web site development for
one of the world's largest financial services institutions.
- Database Management Services. On behalf
of a media company, the firm negotiated and drafted an agreement for
planning, implementing and providing IT support services for the
installation and use of a large database vendor's products and services.
- IT and Related Services Agreement for a Real Estate Services Company.
The firm negotiated and drafted a series of agreements for systems
integration, software development and consulting services for a client
which provides services to commercial real estate tenants (including
telecommunications and disaster recovery services).
- Advised Retail Rental Company on IT and Satellite Services.
Kaye Scholer advised and shared work with the General Counsel's office
of a major retail company, whose business is the rental of certain
consumer products, on aspects of the revision and renegotiation of an
outsourcing agreement for IT services, including the delivery of
certain IT services using a satellite network.
- $10 million Master Services Agreement for a Travel Services Company.
The firm negotiated and drafted an agreement for call center and
customer relationship management services, and IT support, for a major
travel-related services company. A wide range of Statements of Services
were involved, as well as close work with the client's computer
security department.
- $1 million Indian Offshore Agreement for a Corporate Services Company.
The firm negotiated and drafted an Indian outsourcing agreement for
outsourcing auditing and other business services, and IT support for
the same, for a major corporate services company. Turnaround time and
similar performance levels were important aspects of these negotiations.
- $100,000+ Outsource Agreement for a Major Insurance Company.
Kaye Scholer negotiated and drafted an agreement for the outsourcing of
development, operation and hosting services for a major insurance
company.
- IT Support and Help Desk Agreement for a Major Insurance Company.
The firm negotiated and drafted an agreement for the provision of
support services, including customer support, help desk support, and
support in the operation and use of computer systems and software
applications, for a major insurance company.
- Agreement with European Provider of Software Systems for a Leading Financial Services Company.
The firm negotiated and drafted an agreement with a European provider
of customized electronic trading software systems, including software
development, maintenance and support services, for our client, a
leading U.S. financial services company.
- Master IT Services Agreement for a Major Financial Services Company. Kaye Scholer negotiated and drafted an agreement for software development, management and support services for a major financial services company.
