Information Technology & Outsourcing

Details

HunterMaclean’s information technology and outsourcing practice group provides clients with effective, practical, and dynamic solutions to technology-related contracting and legal compliance needs. Under the leadership of acclaimed information technology attorney Diana J. P. McKenzie, the information technology practice group is comprised of attorneys with extensive experience in corporate law, privacy, business litigation, and information technology law. Our attorneys provide cutting-edge information technology solutions for our clients, from negotiating outsourcing and other technology contracts to developing electronic commerce service agreements.

The practice group’s technology-related focus benefits a variety of clients in different industries and in various geographic locations. The group has extensive experience in information technology transactions, including outsourcing, ERP, systems integration, consulting and support services, telecommunications, equipment acquisition, software development and technology licensing/acquisition, strategic alliance, web hosting, electronic commerce, and Internet-related issues.

Attorneys in the information technology and outsourcing practice group also stay on top of the latest developments in privacy law and security-related regulations, advising clients and assisting them in developing up-to-date compliance programs and other strategic planning initiatives.

Our attorneys provide unique value to clients through:

Extensive experience with vendors

We have negotiated with nearly all of the major vendors and a substantial number of the minor players in the information technology and outsourcing space numerous times and know the issues on which they will typically give, as well as the issues on which they will typically take a firm stance.

Technical and legal knowledge

Information technology and outsourcing contracts require particular provisions to ensure that purchased technology is properly installed, implemented (including training), tested, and maintained, with special warranties that provide meaningful remedies, and disentanglement provisions that will govern the transition when the contract expires or terminates. Similarly, information technology and outsourcing contracts require particular provisions to ensure that the services are properly performed by qualified personnel in accordance with specified service levels.

Practical business experience

All of our attorneys have practical experience in technology-focused businesses prior to attending law school, including software development, management of information technology systems, and engineering. We also have attorneys with MBAs and experience as in-house counsel.

We work closely with clients at the earliest possible stage, typically during the creation of the RFP, to develop the client’s priorities. We then use our extensive experience with vendors, our technical and legal knowledge, and our practical business experience to achieve the client’s priorities through effective and efficient contract negotiations.

Experience

Representative technology acquisition, licensing, and distribution matters

• Creating form software license agreements for hundreds of different software vendors in many different industries, many involving worldwide licensing
• $14M procurement of hardware and related services for nationwide utility company
• $12.5M acquisition of technology and services by a large metropolitan county to establish county-wide, wireless video and data network to be used by first-responders in emergencies, by law enforcement personnel, and for prevention of and response to terrorism
• $4M procurement of a bet-the-company software licensing and related services transaction for an insurance company
• Procurement of videoconferencing system and more than a dozen touch screen-operated conference room A/V systems for a newly constructed skyscraper in Chicago
• Procurement of distributed antenna system to support radio frequency communications in large new hospital in major metropolitan area
• Negotiation of various software licenses and implementation services agreements for operations of assisted living complexes
• Licensing of software to handle electronic member communications and relations for national, not-for-profit educational, research and professional society
• Licensing of survey software by international professional services firm
• Licensing of investment and loan evaluation software for well-known investment firm
• Licensing of media player and advertising insertion software by software developer to a national cable television network for use in delivering content via the Internet
• Evaluation of issues relating to open source code in various software licensing deals
• Licensing of electronic content management (ECM) system for large metropolitan hospital
• Acquisition of state-of-the-art A/V system for patient rooms at large metropolitan pediatric hospital, permitting access to various games, movies, and electronic health record information
• Assisting clients in compliance with International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR) particular to software distribution and licensing

Representative information technology services engagements

• $30M acquisition of professional services and technology by a large metropolitan county to establish county-wide, wireless video and data network to be used by first-responders in emergencies, by law enforcement personnel, and for prevention of and response to terrorism
• $15M acquisition of professional services by an academic medical center
• Representation of a purchaser in a large-scale acquisition of PCs and related peripherals from major retailer under a group purchasing agreement
• Negotiation of multi-year data center co-location and managed services agreement with full data-mirroring and disaster recovery capabilities for major metropolitan pediatric hospital
• Purchase of security-related services by a Fortune 500 company
• Procurement of firewall and security-related services for large utility company
• Drafting of form marketing services agreement for a social networking marketing and advertising firm
• Drafting of standard form consulting services agreements for a variety of clients, from the perspective of the customers who are engaging service providers, and negotiation of these agreements in a wide variety of circumstances
• Creating standard form master consulting agreements, and negotiating various consulting engagements, for several different information technology consulting services firms
• Representation of a private entity fund in an agreement to securely wipe, recondition, and resell its decommissioned servers and other computer hardware

Representative health care technology matters

• $300M agreement whereby electronic medical record technology is supplied to regional health care providers
• $100M software licensing, implementation, and maintenance agreement for electronic health record system of a large multi-entity academic hospital medical center
• $80M expansion of a software license, and establishment of a hosted services arrangement, for an electronic medical records system on behalf of a large integrated health care delivery network in the Midwest
• $60M software license and $13M+ outsourcing of clearinghouse services to a major health care clearinghouse by a large health services and technology company.
• $75M restructuring of a managed services agreement at a large multi-entity academic medical center.
• $75M software licensing, implementation, and hosting agreement for electronic health record system of a multi-hospital health system
• $68M software licensing and implementation services agreement for electronic health record system of a complex, multi-hospital health system
• $67M licensing and implementation of health information system of major health care vendor for multi-entity academic hospital medical center
• $35M licensing and implementation of health information system of major vendor by large private hospital system
• $30M outsourcing of broad scope of revenue cycle management services to several different vendors for health system with multiple hospitals located across the U.S.
• $29M licensing and implementation of health information system of major vendor for large metropolitan county hospital
• $27M licensing and implementation of enterprise-wide heath information system (designed to meet the requirements for “meaningful use” of CCHIT-certified electronic health records (EHR) technology) for a regional hospital system in the Southeast
• $27M outsourcing of clinical technology management, food and nutrition management, and housekeeping management services for health system with multiple hospitals located across the U.S.
• $25M licensing and implementation of health information system for a large, multi-entity hospital chain
• $15M complex assignment of health information system licenses for a multi-hospital health system
• $15M procurement of health information system by one of the largest networks of community health care centers in the United States
• $15M procurement of information technology infrastructure (network, unified voice communications system, security, real time location system) to support large new hospital in major metropolitan area
• Negotiation of agreements (totaling over $30M) with a group purchasing organization (GPO) regarding various different types of products and services for health system with multiple hospitals located across the U.S.
• Negotiation of agreements for participation of several health systems and hospitals in various state-wide health information exchanges
• Negotiation of software license and statement of work for the upgrade of a regional hospital’s medical archive storage (MAS) system by a major hardware vendor
• Drafting and negotiating a statement of work to govern the upgrade of a mammography imaging system for a hospital’s outpatient clinic
• Negotiation of wireless communication system for intra-hospital messaging and alarms at large metropolitan hospital
• Creation of form agreements for provision of subsidized electronic health record technology, in accordance with regulatory requirements, by several large health care organizations to physician practice groups and clinics
• Negotiation of revenue cycle management services agreements for community health care system and other health care organizations
• Creation of form agreement for provider of telemedicine services, and negotiation of agreements with specific customers
• Negotiation of agreements for provision of cloud-based electronic health record systems to various smaller health systems and hospitals
• Creation of form connectivity agreements for a leading vendor in the Direct project, and negotiation of connectivity agreements with software vendors, health plans, and large health care provider groups throughout the U.S.
• Drafting and negotiation of exclusive license and development agreement regarding pharmacological technology for pharmaceutical company

Representative outsourcing initiatives

• $1.4B outsourcing of customer care and customer relationship management operations of a major wireless telecommunications firm
• $500M business process outsourcing agreement (including customer care, bill printing, remittance processing, and back office work) for a large commercial and retail gas marketer
• $140M business process outsourcing agreement for a large retail gas provider
• $120M outsourcing of the entire information technology department of a large academic medical center
• $40M outsourcing of customer care operations for a major retailer
• $8M outsourcing of call center for major corporation
• $5M outsourcing of customer care operations of multi-state corporation
• Representation of a VoIP services company in an asset purchase agreement to acquire previously licensed software and patented voice compression technology
• Creation of form agreement for outsourcing of finance and accounting functions of a major retailer
• Outsourcing of desktop services, database administration, server administration, help desk, voice and video technology, WAN and LAN services, and applications development and maintenance services for multinational manufacturing company
• Restructuring and consolidation of offshore information technology outsourcing relationships, and various additional outsourcing engagements, for a major financial services company
• Offshore outsourcing of business critical software development work for a well-known creator and distributor of social expression products to several different foreign firms
• Outsourcing of directory assistance services and telemarketing/telesales services for a major wireless telecommunications firm to several different vendors
• Negotiation of expansion of existing call center services outsourcing agreement for major energy marketer to cover additional states in different regions of the United States
• Renewal and expansion of a multi-year outsourcing agreement for back office billing and remittance services of natural gas marketer
• Drafting of standard form outsourcing and co-sourcing agreements for major health care services provider and negotiation of agreements with initial customers
• Outsourcing of software development and support services by multinational financial services company to vendors located in India and the Philippines
• Lead negotiator for international outsourcing of call center operations for one of the largest U.S. retailers. Outsourcing involved simultaneous auction-styled negotiations with three different vendors

Representative ERP transactions

• $84M integration project for a large metropolitan school district in the South
• $55M integration project with large, nationally recognized integrators for a leading wholesale industrial distribution firm
• $40M integration project with for a leading distribution and retail company
• $30M integration project for diversified corporation in the agriculture, energy, rail transportation, nutrients, and retail grocery industries
• $22M integration project for a multinational utilities company, involving work in several different countries

Representative cloud and e-commerce transactions

• Negotiation of what the Wall Street Journal reported was the largest web hosting and development deal of that year with nationally recognized vendor for leading wholesale industrial distribution firm
• Drafting and negotiating agreements associated with formation and operation of an Internet portal that remains one of the busiest business-to-business e-commerce sites on the web, including in-bound and out-bound technology transfers, content licensing, co-branding, and strategic alliance agreements
• Advising with respect to the design of processes and system to facilitate conducting of electronic transactions for a leading provider of technology solutions to automobile dealers
• Negotiation of joint development and marketing agreement for hosting and delivery of professional examination preparation courses over the Internet for university in the Midwest
• Drafting a joint development and marketing agreement for the development and delivery of home schooling products and services
• Represent regional restaurant chain in acquisition of web design and website hosting services
• Preparing terms of use and privacy policies for websites of numerous clients in various different industries
• Drafting form agreements and negotiating various data and user agreements for Internet provider of content and services regarding energy commodities trading, as well as for various other website operations
• Represent international heavy equipment manufacturer in trademark infringement (cybersquatting) matter
• Representation of a regional realtors organization in its launch of a cloud-based multiple listing service to compete with an incumbent, privately held MLS

Representative matters relating to cybersecurity and privacy

• Drafting cybersecurity policies and sophisticated contract requirements to protect data
• Assisting various different clients to comply with security breach notification laws of multiple states following a security breach
• Assisting a premier hospitality company with payment card industry (PCI) compliance monitoring and reporting efforts
• Counseling numerous clients with regard to unauthorized disclosures of confidential information via the Internet and other breaches of confidentiality and security incidents, including those arising in a large outsourcing relationship
• Advising client with large Internet e-commerce portal with regard to security and confidentiality concerns relating to web crawlers, bots, and other forms of automated website access and with regard to data encryption requirements and recommendations
• Drafting privacy and security policies for websites of numerous clients in various different industries, including policies for complex, e-commerce-enabled websites, and for intranets and extranets
• Advising leading provider of technology solutions to automobile dealers, and a financial services company, with regard to data encryption requirements and other security and confidentiality issues relating to electronic transactions conducted over the Internet
• Negotiating multi-million dollar secure access control agreement for state-of-the-art protection of facilities and systems of leading wholesale industrial distribution firm
• Negotiating agreements for security penetration/intrusion detection testing and analysis by nationally recognized consulting/accounting firm for leading wholesale industrial distribution firm
• Negotiating agreement for procurement of managed firewall services for a health care client that develops, markets, and supports leading-edge solutions for patient billing and online account management
• Advising various clients with regard to disaster recovery and data backup concerns and requirements in a broad array of different types of technology-related deals
• Drafting standard form confidentiality, nondisclosure, and intellectual property rights assignment agreements for use by various clients in different industries with their employees, subcontractors, and service providers
• Assisting various clients in ensuring that appropriate protections regarding privacy and data security (e.g. protections regarding compliance with state security breach notification laws, HIPAA, PCI standards, the U.S. Commerce Department’s “Safe Harbor” regarding the European Union’s data privacy directive, etc.) are included in their technology-related agreements

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