Commercial Contracts & Outsourcing Transactions
A legal department’s interface with its business, including procurement, can be a delicate one, especially when it comes to the negotiation of contracts that keep operations running. Not only do in-house lawyers need to be mindful of risk, they must do so in the face of an ever increasing volume of requests. For multinational clients, international contracts bring a further layer of complexity due to cultural and local business practice differences. Organizational savviness, cultural sensitivity, and deft draftsmanship are critical.
Clients also look to us to handle everything from a single IT outsourcing contract to large-scale, digital, and functional transformations of their business on an enterprise-wide basis. We partner with clients to create lasting, effective, value-driven relationships that increase productivity, lower costs, mitigate risks, and help them gain a competitive advantage in the marketplace.
HOW WE HELP
Commercial Contracts
Attorneys in our corporate practices have deep experience working with all kinds of contracts, with strengths in technology, sourcing, supply chain, and licensing agreements, both in the US and across the globe. We service the entire lifecycle of a contract, including big picture strategic counsel, contact across the negotiating table, and detail-driven assessment of particular provisions and clauses. Ours is a holistic approach to contractual matters and we strive to help our clients achieve their business goals and develop, protect, and monetize their key commercial assets.
Our commercial contracts attorneys are experienced in managing critical subject matter areas that often impact the terms of any given commercial contract arrangement, such as intellectual property protections, indemnification provisions and limitations on liability, anti-trust and competition law concerns, products liability issues, government contractor requirements, FCPA and other compliance standards, data protection issues, joint employer considerations, and cross-border issues.
Outsourcing Transactions
Seyfarth’s Outsourcing team has handled some of the most complex and strategic multinational sourcing transactions ever undertaken, with total contract value in the billions of dollars. Our lawyers have a deep understanding of market standards, practices, and value drivers in sourcing transactions and have decades of experience spanning the full outsourcing spectrum, including IT outsourcing (ITO), business process outsourcing (BPO), human resource outsourcing (HRO), and maintenance transactions. In particular, clients benefit from our depth and leading experience across IT-related outsourcing transactions, including deals covering IT infrastructure, application, development and maintenance services (ADM), data storage and data center operations, software development services, and more.
Our Outsourcing team members also have deep knowledge and experience handling cloud and hosted services’ contracts, including infrastructure as a service (IaaS), platform as a service (PaaS), and software as a service (SaaS) contracts. We work closely with clients to perform risk assessments, address regulatory requirements, and successfully negotiate and implement cloud-based contracts which touch on all levels of the technology stack.
Further, in addition to handling US-based outsourcing and cloud transactions involving vendors with facilities or personnel located on-shore, near-shore, and off-shore, Seyfarth’s Outsourcing team has leading experience implementing multijurisdictional outsourcing transactions for clients with global operations and have handled deals in dozens of jurisdictions throughout North America, EMEA, and Asia. Leveraging its international presence in each of these regions, Seyfarth has successfully designed and implemented an overall deal structure for each of these global transactions, handled all local law aspects in each of the relevant countries, and simultaneously aligned business continuity and operational needs on a global level.
Who We Assist
We have provided commercial contract and outsourcing services to multinational companies and organizations ranging from the Fortune 500 to start-ups executing their foundational contracts. We have experience in virtually every industry, including health care, financial services, consumer services, retail, technology, professional services, transportation, hospitality, and manufacturing, and take into account our clients’ relevant industry and market position in each deal we handle.
For health care and financial services in particular, outsourcing can be challenging as our clients face a number of different regulatory and compliance requirements when outsourcing data, services, or other internal functions to a third party. Our attorneys are deeply familiar with these regulations and counsel clients to help them balance business continuity with ongoing compliance requirements and evolving regulatory considerations.
THE SEYFARTH EXPERIENCE
Our development of creative approaches to contract management is a natural result of our firm’s history of excellence in client service delivery and business process optimization. Working hand-in-hand with clients, we have developed inventive approaches to the intake, processing, and storage of contracts in high-volume contexts. Our efforts have earned us several Association of Corporate Counsel (ACC) Value Champion Awards.
We continue to develop advanced technology tools to facilitate smart and efficient commercial contract negotiation and management. Playbooks of contractual preferences, libraries of preferred provisions, and repositories of gold standard templates are now all part of our commercial contracts practice. Our practice has also deployed robotic process automation and artificial intelligence-enhanced clause extraction and comparison to optimize our understanding of a client’s universe of contracts and gain intelligence to use at the bargaining table. We also have a niche practice in contract design; helping clients to transform their contracts from speedbumps on the road to progress to tools that actually facilitate getting business done.
Clients that work with Seyfarth find value in our approach to negotiating outsourcing and information technology agreements—we narrow down key issues and find creative solutions that provide for a more efficient negotiation process. We also partner closely with our clients’ internal stakeholders to ensure the relevant inputs from the legal, procurement, compliance, and business functions are appropriately represented in the outsourcing transaction.
Seyfarth’s ability to deliver cross-border commercial contracts and outsourcing services to multinational clients is particularly effective because its service model is built around an experienced team of attorneys located in key locations in the US, EMEA, and Asia, and it leverages long-standing relationships with local lawyers across the globe.
Representative Commercial Contracts Experience
- Seyfarth represented one of Europe’s largest PE funds in a fast-moving post-acquisition initiative in connection with a large private equity fund's $570 million acquisition of an international retail company. Seyfarth designed, lead, and executed a coordinated project team comprised of commercial contract lawyers, subject matter experts, and project managers. The team successfully assigned and where necessary negotiated a portfolio of commercial contracts, from information technology systems and services and digital platform/ecommerce, to logistics and employee benefits. Seyfarth leveraged our in-house technology platform, SeyfarthLink, as well as in-house project management resources, for the efficient management of this project.
- Seyfarth represented a domestic supermarket chain that operates 700+ grocery stores, and worked with their legal department with a high volume of commercial contracts, including third-party distributor and supply agreements. We worked with the client to develop an inventory of existing contracts and a database of key contract terms that frequently arise, allowing for contract modifications to be handled by outside and inside counsel more efficiently. We also worked with the client to develop a checklist and risk assessments to determine best practices in contract review and negotiation to understand their negotiating positions and typical contract provisions.
- Seyfarth led a large, global reorganization for a Fortune 50 manufacturer and retailer of footwear and apparel. This reorganization involved assigning a large international portfolio of both inter-company services agreements and third-party agreements to a newly-formed holding company. Seyfarth served as the project lead for this reorganization, identifying and addressing local law issues in all the client’s international markets, drafting and negotiating applicable consents, assignment agreements and other documentation with third parties, and preparing detailed communications to both internal client stakeholders and other impacted third parties.
- Seyfarth represented a leading technology provider in drafting, negotiating and executing strategic cloud infrastructure services agreements with customers and partners in various jurisdictions across EMEA. These transactions required a high degree of familiarity with the clients contracting approach as well as close coordination with the legal team on a variety of issues, including local law compliance obligations, regulatory issues and data privacy matters.
- Seyfarth represented a multinational professional services network's tax and legal firm in a sale of assets and related post-closing commercial agreements.
- Seyfarth represented a Fortune 50 insurance company in the drafting and negotiation of a variety of technology contracts, including software, license agreements, SaaS agreements, and various consulting arrangements.
Representative Outsourcing Transactions Experience
- Represented a financial services client in the outsourcing of all legacy IT infrastructure supporting its banking operations and applications, including mission-critical banking applications. Seyfarth was responsible for guiding the client through the RFP process and the legal structuring, drafting, and negotiation of all legal aspects of the deal, including complex corporate and employment terms. In particular, Seyfarth led internal workshops with the relevant business units to draft all relevant schedules and work orders. Seyfarth also led the drafting and negotiation of the pricing schedules and exhibits, which reflected a fixed price methodology with corresponding ARC/RRC adjustments.
- Represented one of the largest publicly-traded personal lines property and casualty insurers in the US in connection with the negotiation and implementation of a new enterprise cloud-based, outsourced solution related to the marketing and sale of insurance products by insurance agents nationally. The outsourced information technology and related services are to be provided on a multinational basis. In addition, our lawyers assisted with negotiating its helpdesk solution license, which involved multiple tens of millions in spend.
- Represented a leading sports apparel manufacturer in a series of information technology outsourcing (ITO) and business process outsourcing (BPO) arrangements. Our work included a consolidation of the client’s procurement program to a core provider covering $150M+ in annual spend; the launch of its cloud computing outsourcing arrangement; the rework of its global help desk arrangements; the initiation of a renegotiation of its core ITO arrangement; the redesign of its mission critical informatics arrangement; the outsourcing of its payroll function to a leading payroll provider; and a large volume of routine IT procurement activity.
- Represented a leading fashion retailer in the negotiation and implementation of an all-encompassing, mission-critical IT solution as it converged from multiple vendors to a single-source provider for the entire suite of IT services (hardware, support, data storage, network, etc.). Negotiation was successfully handled on a short time frame and in the midst of an ownership transfer. The contract represents the single largest sourcing spend in the company on an annual basis.
- Represented a large food products manufacturer in connection with the outsourcing of all of its enterprise-wide hardware and software needs. The project involved the acquisition of hardware, the licensing of additional necessary software, and the performance of long-term services related to the ongoing operation of the company’s information technology. Seyfarth was also involved in the selection of the vendor as part of a request for proposal process, and the negotiation of all related agreements.
- Represented a public relations firm in the negotiation of an outsourced email cloud services and IT support services arrangement.
- Represented a software and services vendor in the global outsourcing of the human resources operations of a multinational corporation that is one of the world’s leading kitchen and home appliance manufacturers.
- Seyfarth represented a Fortune 500 global computer security software corporation in the large scale, complex outsourcing of facilities management services around the globe. The project covered more than 50 countries and included almost all of our client’s facilities. The project scope addressed more than $100 million in annual spend.
Related News & Insights
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Media Mentions
07/29/2022
Paul Haswell quoted in Forkast, “British law body recommends categorizing crypto as a new type of property”
-
Media Mentions
07/29/2022
Paul Haswell quoted in the South China Morning Post, “Alibaba added to watch list of Chinese firms facing expulsion from US exchanges, days after primary listing bid in Hong Kong”
-
Media Mentions
07/28/2022
Paul Haswell quoted in the South China Morning Post, “Hong Kong’s online retail market has become too crowded for e-commerce giant Alibaba, which is closing its local Tmall site”
-
Media Mentions
06/27/2022
Paul Haswell quoted in the South China Morning Post, “China questions the safety of open source code amid sanctions and tech dependency risks, but can it build a viable alternative?”
Recognition
-
Recognition
01/13/2022
Seyfarth Recognized in The Legal 500 Asia Pacific 2022
-
Recognition
12/06/2018
Seyfarth and 7-Eleven Win Best Client / Law Firm Team at American Lawyer 2018 Industry Awards
-
Recognition
03/20/2017
Seyfarth Shaw Recognized in Chambers Global 2017 Rankings
-
Recognition
11/12/2015
Seyfarth’s Bart Lazar Honored with the IIT Chicago-Kent College of Law 2015 Alumni Professional Achievement Award
A legal department’s interface with its business, including procurement, can be a delicate one, especially when it comes to the negotiation of contracts that keep operations running. Not only do in-house lawyers need to be mindful of risk, they must do so in the face of an ever increasing volume of requests. For multinational clients, international contracts bring a further layer of complexity due to cultural and local business practice differences. Organizational savviness, cultural sensitivity, and deft draftsmanship are critical.
Clients also look to us to handle everything from a single IT outsourcing contract to large-scale, digital, and functional transformations of their business on an enterprise-wide basis. We partner with clients to create lasting, effective, value-driven relationships that increase productivity, lower costs, mitigate risks, and help them gain a competitive advantage in the marketplace.
HOW WE HELP
Commercial Contracts
Attorneys in our corporate practices have deep experience working with all kinds of contracts, with strengths in technology, sourcing, supply chain, and licensing agreements, both in the US and across the globe. We service the entire lifecycle of a contract, including big picture strategic counsel, contact across the negotiating table, and detail-driven assessment of particular provisions and clauses. Ours is a holistic approach to contractual matters and we strive to help our clients achieve their business goals and develop, protect, and monetize their key commercial assets.
Our commercial contracts attorneys are experienced in managing critical subject matter areas that often impact the terms of any given commercial contract arrangement, such as intellectual property protections, indemnification provisions and limitations on liability, anti-trust and competition law concerns, products liability issues, government contractor requirements, FCPA and other compliance standards, data protection issues, joint employer considerations, and cross-border issues.
Outsourcing Transactions
Seyfarth’s Outsourcing team has handled some of the most complex and strategic multinational sourcing transactions ever undertaken, with total contract value in the billions of dollars. Our lawyers have a deep understanding of market standards, practices, and value drivers in sourcing transactions and have decades of experience spanning the full outsourcing spectrum, including IT outsourcing (ITO), business process outsourcing (BPO), human resource outsourcing (HRO), and maintenance transactions. In particular, clients benefit from our depth and leading experience across IT-related outsourcing transactions, including deals covering IT infrastructure, application, development and maintenance services (ADM), data storage and data center operations, software development services, and more.
Our Outsourcing team members also have deep knowledge and experience handling cloud and hosted services’ contracts, including infrastructure as a service (IaaS), platform as a service (PaaS), and software as a service (SaaS) contracts. We work closely with clients to perform risk assessments, address regulatory requirements, and successfully negotiate and implement cloud-based contracts which touch on all levels of the technology stack.
Further, in addition to handling US-based outsourcing and cloud transactions involving vendors with facilities or personnel located on-shore, near-shore, and off-shore, Seyfarth’s Outsourcing team has leading experience implementing multijurisdictional outsourcing transactions for clients with global operations and have handled deals in dozens of jurisdictions throughout North America, EMEA, and Asia. Leveraging its international presence in each of these regions, Seyfarth has successfully designed and implemented an overall deal structure for each of these global transactions, handled all local law aspects in each of the relevant countries, and simultaneously aligned business continuity and operational needs on a global level.
Who We Assist
We have provided commercial contract and outsourcing services to multinational companies and organizations ranging from the Fortune 500 to start-ups executing their foundational contracts. We have experience in virtually every industry, including health care, financial services, consumer services, retail, technology, professional services, transportation, hospitality, and manufacturing, and take into account our clients’ relevant industry and market position in each deal we handle.
For health care and financial services in particular, outsourcing can be challenging as our clients face a number of different regulatory and compliance requirements when outsourcing data, services, or other internal functions to a third party. Our attorneys are deeply familiar with these regulations and counsel clients to help them balance business continuity with ongoing compliance requirements and evolving regulatory considerations.
THE SEYFARTH EXPERIENCE
Our development of creative approaches to contract management is a natural result of our firm’s history of excellence in client service delivery and business process optimization. Working hand-in-hand with clients, we have developed inventive approaches to the intake, processing, and storage of contracts in high-volume contexts. Our efforts have earned us several Association of Corporate Counsel (ACC) Value Champion Awards.
We continue to develop advanced technology tools to facilitate smart and efficient commercial contract negotiation and management. Playbooks of contractual preferences, libraries of preferred provisions, and repositories of gold standard templates are now all part of our commercial contracts practice. Our practice has also deployed robotic process automation and artificial intelligence-enhanced clause extraction and comparison to optimize our understanding of a client’s universe of contracts and gain intelligence to use at the bargaining table. We also have a niche practice in contract design; helping clients to transform their contracts from speedbumps on the road to progress to tools that actually facilitate getting business done.
Clients that work with Seyfarth find value in our approach to negotiating outsourcing and information technology agreements—we narrow down key issues and find creative solutions that provide for a more efficient negotiation process. We also partner closely with our clients’ internal stakeholders to ensure the relevant inputs from the legal, procurement, compliance, and business functions are appropriately represented in the outsourcing transaction.
Seyfarth’s ability to deliver cross-border commercial contracts and outsourcing services to multinational clients is particularly effective because its service model is built around an experienced team of attorneys located in key locations in the US, EMEA, and Asia, and it leverages long-standing relationships with local lawyers across the globe.
Representative Commercial Contracts Experience
- Seyfarth represented one of Europe’s largest PE funds in a fast-moving post-acquisition initiative in connection with a large private equity fund's $570 million acquisition of an international retail company. Seyfarth designed, lead, and executed a coordinated project team comprised of commercial contract lawyers, subject matter experts, and project managers. The team successfully assigned and where necessary negotiated a portfolio of commercial contracts, from information technology systems and services and digital platform/ecommerce, to logistics and employee benefits. Seyfarth leveraged our in-house technology platform, SeyfarthLink, as well as in-house project management resources, for the efficient management of this project.
- Seyfarth represented a domestic supermarket chain that operates 700+ grocery stores, and worked with their legal department with a high volume of commercial contracts, including third-party distributor and supply agreements. We worked with the client to develop an inventory of existing contracts and a database of key contract terms that frequently arise, allowing for contract modifications to be handled by outside and inside counsel more efficiently. We also worked with the client to develop a checklist and risk assessments to determine best practices in contract review and negotiation to understand their negotiating positions and typical contract provisions.
- Seyfarth led a large, global reorganization for a Fortune 50 manufacturer and retailer of footwear and apparel. This reorganization involved assigning a large international portfolio of both inter-company services agreements and third-party agreements to a newly-formed holding company. Seyfarth served as the project lead for this reorganization, identifying and addressing local law issues in all the client’s international markets, drafting and negotiating applicable consents, assignment agreements and other documentation with third parties, and preparing detailed communications to both internal client stakeholders and other impacted third parties.
- Seyfarth represented a leading technology provider in drafting, negotiating and executing strategic cloud infrastructure services agreements with customers and partners in various jurisdictions across EMEA. These transactions required a high degree of familiarity with the clients contracting approach as well as close coordination with the legal team on a variety of issues, including local law compliance obligations, regulatory issues and data privacy matters.
- Seyfarth represented a multinational professional services network's tax and legal firm in a sale of assets and related post-closing commercial agreements.
- Seyfarth represented a Fortune 50 insurance company in the drafting and negotiation of a variety of technology contracts, including software, license agreements, SaaS agreements, and various consulting arrangements.
Representative Outsourcing Transactions Experience
- Represented a financial services client in the outsourcing of all legacy IT infrastructure supporting its banking operations and applications, including mission-critical banking applications. Seyfarth was responsible for guiding the client through the RFP process and the legal structuring, drafting, and negotiation of all legal aspects of the deal, including complex corporate and employment terms. In particular, Seyfarth led internal workshops with the relevant business units to draft all relevant schedules and work orders. Seyfarth also led the drafting and negotiation of the pricing schedules and exhibits, which reflected a fixed price methodology with corresponding ARC/RRC adjustments.
- Represented one of the largest publicly-traded personal lines property and casualty insurers in the US in connection with the negotiation and implementation of a new enterprise cloud-based, outsourced solution related to the marketing and sale of insurance products by insurance agents nationally. The outsourced information technology and related services are to be provided on a multinational basis. In addition, our lawyers assisted with negotiating its helpdesk solution license, which involved multiple tens of millions in spend.
- Represented a leading sports apparel manufacturer in a series of information technology outsourcing (ITO) and business process outsourcing (BPO) arrangements. Our work included a consolidation of the client’s procurement program to a core provider covering $150M+ in annual spend; the launch of its cloud computing outsourcing arrangement; the rework of its global help desk arrangements; the initiation of a renegotiation of its core ITO arrangement; the redesign of its mission critical informatics arrangement; the outsourcing of its payroll function to a leading payroll provider; and a large volume of routine IT procurement activity.
- Represented a leading fashion retailer in the negotiation and implementation of an all-encompassing, mission-critical IT solution as it converged from multiple vendors to a single-source provider for the entire suite of IT services (hardware, support, data storage, network, etc.). Negotiation was successfully handled on a short time frame and in the midst of an ownership transfer. The contract represents the single largest sourcing spend in the company on an annual basis.
- Represented a large food products manufacturer in connection with the outsourcing of all of its enterprise-wide hardware and software needs. The project involved the acquisition of hardware, the licensing of additional necessary software, and the performance of long-term services related to the ongoing operation of the company’s information technology. Seyfarth was also involved in the selection of the vendor as part of a request for proposal process, and the negotiation of all related agreements.
- Represented a public relations firm in the negotiation of an outsourced email cloud services and IT support services arrangement.
- Represented a software and services vendor in the global outsourcing of the human resources operations of a multinational corporation that is one of the world’s leading kitchen and home appliance manufacturers.
- Seyfarth represented a Fortune 500 global computer security software corporation in the large scale, complex outsourcing of facilities management services around the globe. The project covered more than 50 countries and included almost all of our client’s facilities. The project scope addressed more than $100 million in annual spend.
Related News & Insights
-
Media Mentions
07/29/2022
Paul Haswell quoted in Forkast, “British law body recommends categorizing crypto as a new type of property”
-
Media Mentions
07/29/2022
Paul Haswell quoted in the South China Morning Post, “Alibaba added to watch list of Chinese firms facing expulsion from US exchanges, days after primary listing bid in Hong Kong”
-
Media Mentions
07/28/2022
Paul Haswell quoted in the South China Morning Post, “Hong Kong’s online retail market has become too crowded for e-commerce giant Alibaba, which is closing its local Tmall site”
-
Media Mentions
06/27/2022
Paul Haswell quoted in the South China Morning Post, “China questions the safety of open source code amid sanctions and tech dependency risks, but can it build a viable alternative?”
Recognition
-
Recognition
01/13/2022
Seyfarth Recognized in The Legal 500 Asia Pacific 2022
-
Recognition
12/06/2018
Seyfarth and 7-Eleven Win Best Client / Law Firm Team at American Lawyer 2018 Industry Awards
-
Recognition
03/20/2017
Seyfarth Shaw Recognized in Chambers Global 2017 Rankings
-
Recognition
11/12/2015
Seyfarth’s Bart Lazar Honored with the IIT Chicago-Kent College of Law 2015 Alumni Professional Achievement Award