Outsourcing and Technology
Wiggin and Danaโs experienced outsourcing and technology transactions team provides focused, business-minded counseling to suppliers and customers around the world. For the past two decades, our team has represented many of the worldโs top global companies in hundreds of sole-sourced and competitively-bid BPO, ITO, cloud migration, SaaS, robotics, digital transformation, systems integration, software development and other technology-focused deals. Our deep industry knowledge, practical working style and lean staffing model deliver real-world value that helps our clients meet their financial, operational and strategic business goals, while our Connecticut roots enable billing rates significantly below most AmLaw100 firms.
We serve clients in the Americas, Europe, Asia, Africa and the Middle East in a wide variety of industries, including, among others, software and cloud services, artificial intelligence and machine learning, big data, blockchain, open source, NFTs, fintech, managed security, robotic process automation, data analytics, consulting, media and entertainment, social networking, mobile technology, insurance, life sciences, healthcare and telehealth, bioinformatics, pharmaceuticals, medical devices, manufacturing, instrumentation, consumer products, energy, telecommunications, hospitality and retail.
In collaboration with the Privacy and Information Security Group and our clientsโ security professionals, our lawyers help clients to comply with privacy and data security laws, manage and mitigate security risks and respond to incidents in order toย minimize potential exposure while preservingย business relationships,ย reputations and goodwill. Our team also regularly works hand and glove with the firmโs M&A lawyers, providing an in-depth understanding of market norms and industry trends, assisting with diligence, negotiating and documenting contract language in specialized areas like intellectual property and data security, and collaborating on transactions involving both a services component and significant financial investment, whether involving joint ventures, special purpose vehicles, acquisitions with TSAs or similar mixed transactions.
Outsourcing
Wiggin and Danaโs outsourcing team is recognized globally and nationwide by Chambers, The Legal 500 and Best Lawyers as one of the leading teams for supplier-side representation in the outsourcing space. We serve global service providers and high-tech suppliers in all facets of their transactions, strategies and policies, offering savvy, practical counsel and exemplary service at a reasonable cost. Few law firms can match our depth of experience, expertise and knowledge of market norms. Fewer still focus on suppliers, helping them to win good business, manage change and meet performance and compliance obligations. We know the market, the players (including leading intermediaries) and the interplay among service offerings, contract terms, revenues, risks and margins. We understand the challenges suppliers face and help our clientsโ sales and delivery teams to build enduring, successful relationships with their customers.
Our globally-acclaimed transactional team helps service providers structure, negotiate and document onshore, offshore and near-shore transactions, from initial pursuit through post-contract support and re-negotiation. Our expertise spans the full range of outsourced and managed services, including:
- Business Process Outsourcing. Finance and accounting, source-to-pay and procurement, call center, collections, mortgage processing, human resources, asset management and other business functions.
- Information Technology Outsourcing. Infrastructure, cloud migration, managed security, vendor management, workplace computing, network management and help desk.
- Application Development and Maintenance. Software development, technical support, production support, maintenance and other ongoing information technology integration and support services.
- E-commerce and Digital Transformation. Software-as-a-service, blockchain, social networking platforms, NFTs, Big Data, robotic automation, artificial intelligence and machine learning.
- Knowledge Process Outsourcing.ย R&D and development, data analytics, business and technical analysis, business and market research, biotechnology informatics, medical services and E-learning solutions.
- Business Process Re-engineering. Strategic assessments, Six Sigma, Lean Sigma and other business process improvement projects.
Technology Transactions
Wiggin and Danaโs technology transactions team provides sophisticated transactional, regulatory and litigation counsel to technology providers and customers around the world. Our practical working style and openness to alternative โoutside general counselโ arrangements recognize clientsโ financial, operational and business development sensitivities while allowing clients to leverage our deep understanding of the industry and knowledge of the law. On every engagement, we strive to work as a seamless extension of our clientsโ internal legal, business and technical teams. We work hard to understand our clientsโ business strategies, financial goals and regulatory sensitivities and always to deliver efficient, responsive, practical advice.
Our team has extensive experience across the full spectrum of supplier and developer activities, including:
- Deal Support โ structuring, negotiating and documenting the full range of technology-driven commercial arrangements, including license, SaaS, consulting, implementation, digital transformation, cloud migration, managed services, development, collaboration, reseller, distribution, supply, asset-sale, joint marketing and strategic alliance transactions.
- Online contracting โ creating terms of service, terms of use, EULAs and privacy policies to enable and protect online products and services.
- Offshore Strategy โstructuringย and implementing off-shore, near-shore and global sourcing business models.
- IP Management and Protection โ establishing intellectual property protection programs with customers, employees, contractors and partners.
- RFP best Practices โ creating business development and RFP-response best practices linked to compliance programs.
- Dispute Resolution and Workouts โ resolving contractual and business disputes arising from technology-related business relationships.
From long-term strategic implementations toย day-to-day operational requirements, we provide customer-side clients with reliable, flexible and scalable legal services. Whether handling a single strategic transaction or managing their entire portfolio of technology procurement and strategic sourcing, we adapt our involvement and billing arrangements to meet our clientsโ needs. We do our best work by forging long-term client relationships, building trust and rapport with their legal, business and technical teams and developing an in-depth understanding of their regulatory and compliance sensitivities. Our customer-side work includes:
- Strategic Transactions โ negotiating and implementing new technologies and platform solutions from RFP through post-implementation.
- Sourcing and procurement โ assisting with all aspects of the end-to-end sourcing process, including supplier selection, legal negotiations and relationship management.
- Monetizing technologies โ assisting with post-implementation commercialization of technologies and supplier relationships.
- E-commerce ventures โ helping create and execute go-to-market Internet and other electronic business strategies.
- IT governance and regulatory compliance โ advising on best practices and legal compliance related to privacy, data security, intellectual property, consumer protection and export controls.
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Experience
Listed below are representative samples of strategic sourcing and technology transactions in which Wiggin and Dana has acted as counsel. Each transaction is described according to its status upon completion of the transaction.
For a list ofย Representative Outsourcing Transactions, please seeย below orย click hereย to view a PDF.
For a list ofย Representative Technology Transactions, please see below orย click hereย to view a PDF.
Outsourcing
The following list of recent transactions, while not an exhaustive list of our experience, speaks in objective terms to the depth, breadth and complexity of the strategic sourcing matters our lawyers routinely handle.
- Represented a leading, global outsourcing supplier in a large cloud services, automation and transformation transaction with a major international bank. The transaction involved complex intellectual property and data-security issues related to generative AI and machine learning;
- Represented a leading outsourcing service health care provider in negotiations of a transaction with an insurance company covering assisted captive enablement, BPO, ITO and consulting services;
- Represented a global outsourcing service provider in the negotiation of a software development, implementation and cloud services transaction with the turnpike commission of a large, Mid-Atlantic state;
- Represented a major North American Hospital system in the transition of critical outsourced technology, software and services related to patient management and hospital administration stemming from a $500 million acquisition of three hospitals and their related facilities. The transaction involved the assignment of significant IT assets and rebadging of employees;
- Represented a leading, global outsourcing and technology provider in negotiations with a large North American health services company seeking to modernize and transform its internal technology systems;
- Represented a leading, global service provider in the re-negotiation of an existing, multi-tower, strategic outsourcing arrangement with one of the worldโs largest hedge fund companies;
- Represented a leading, global service provider in the negotiation of a complex outsourcing and technology-development transaction with a major investment banking, brokerage and underwriting firm to transform its business process and information technology operations;
- Represented a leading, global outsourcing supplier in a large multijurisdictional ITO transaction with a global manufacturer covering infrastructure, ADM, and other services; the transaction involved complex data privacy issues;
- Represented a leading, global technology services provider in the negotiation of an outsourcing arrangement primarily involving application, development and maintenance services for a major pharmaceutical company;
- Represented a leading outsourcing services provider in the negotiation of a banking-technology development and reseller arrangement with one of the largest, global technology providers of internet-related services; the transaction involved cutting edge developments in AI and complex intellectual property and data privacy issues;
- Represented a leading outsourcing and technology service provider in the negotiation of a strategic transaction with a global insurance company to reengineer, digitize and automate its worldwide delivery model;
- Represented a leading, technology services provider in the negotiation of a managed services transaction to implement a new, end-to-end security solution and related Incident Response (IR) service to transform the security infrastructure of a major audit, tax and advisory services firm; the deal included complex issues around AI, robotics and data privacy;
- Represented an outsourcing service provider in the restructuring and expansion of its existing BPO services relationship with a major consumer products company to cover its orders to cash, accounts payable and related finance and accounting functions in Europe and Asia;
- Represented a leading, global outsourcing service provider in a business process outsourcing transaction with a global consumer retailer; the transaction involved the assignment of significant assets, rebadging of employees and a complex transition services arrangement;
- Represented a leading private equity firm in the negotiation of an outsourcing and technology-development transaction with a major technology outsourcing service provider to transform its global information technology operations. The deal included complex intellectual property issues;
- Represented a global manufacturing company in an outsourcing transaction involving the global procurement of goods and services with a major outsourcing provider.ย The transaction involved the transfer of assets and resources;
- Represented a leading, global technology services provider in the negotiation of an outsourcing arrangement involving application and infrastructure services for a global engineering, manufacturing and services company providing smart, safe and sustainable buildings around the world; and
- Represented a leading, global, outsourcing service provider in an extension of a technology outsourcing arrangement with a global shipping company covering digital decoupling, transformation scaling and application migration services.
Technology Transactions
The following list of recent transactions, while not an exhaustive list of our experience, speaks in objective terms to the depth, breadth and complexity of the technology matters our lawyers routinely handle.
- Represented a global leader in access solutions in a collaboration agreement with Apple, Inc., to develop a new, integrated, residential mechanism for access-controlled physical delivery of packages and services supported by Appleโs IOS platform;
- Advised a new digital gallery for NFTs regarding various intellectual property and related technology development matters;
- Represented an ambassador marketing platform for a series of influencer campaigns for global brands and advised the company on critical intellectual property, liability and privacy matters;
- Represented a global provider of document management and digital workflow solutions in its significant customer agreements and various technology transactions related to their online platform;
- Represented a biotech, drug-development company in a license and services transaction to implement a cloud-based and on-premise SAP ERP system;
- Represented one of the largest fintech service providers in various digital transformation and related technology transactions;
- Represented a global pharmaceutical company in a multi-year, online advertising agreement involving significant regulatory and intellectual property issues;
- Advised a startup provider of custom E-learning services regarding intellectual property issues related to co-ownership and the partial sale of its proprietary platform;
- Represented the worldโs largest lock manufacturer in a series of strategic technology transactions related to software development, SaaS platforms, cloud migration and digital transformation;
- Represented a global service provider in technology transactions related to the extension and licensing of its proprietary platform and collaboration tools for ethical sourcing and regulatory compliance;
- Represented an emerging medical device company in a software development agreement related to the mapping and measuring of brain waves;
- Represented a new telemedicine venture in a strategic data-sharing arrangement and the development of various customer-facing licenses and subscription agreements; and
- Represented a global service provider in the negotiation of an automation and cloud services transaction for a major US-based insurance company. The transaction included difficult intellectual property issues.
Supplier Resources
Most of our peers advise buyers of outsourced services.ย We are known for our work with suppliers, who must compete for opportunities, satisfy their customers, manage change, keep data secure, meet compliance obligations and still make money.ย Collected here are brief commentaries about perennial contentious issues and ways the competing interests of our supplier clients can be reconciled with their customersโ interests in ways that make business sense for both sides.
Dire Straits and Drastic Remedies
Effective Negotiation of IP Terms