With one of the premier outsourcing practices in the United States, Hogan & Hartson is capable of providing a full range of outsourcing-related legal services to our clients. Chambers USA (June 2007) has recognized our outsourcing practice among the leading practices in the United States and describes our outsourcing lawyers as "cost-conscious, timely, and practical in advice and contract negotiations" and "exceptionally quick at understanding issues from the company's perspective."

Our outsourcing practice is one of the few with significant, hands-on experience representing both service providers and customers across a broad spectrum of outsourcing arrangements. We recently helped one of the leading outsourcing service providers deliver training on offshore outsourcing transactions for its in-house legal staff and contracts administration personnel. As a result of our direct involvement in competitive outsourcing service provider selections, we are experienced in working with the leading consultants and selection agents who make valuable contributions to outsourcing transactions.

We provide support across the full range of outsourcing transactions. Our work encompasses information technology (IT) outsourcing, including data center operation and applications development and maintenance, telecommunications voice and data network outsourcing, and a wide variety of business process outsourcing (BPO), including product management, financial and accounting operations, human resources, payroll, toll manufacturing, sponsored research, call center management, and various other business processes and functions. We have significant experience in offshore outsourcing arrangements and have handled transactions involving work in Canada, China, Europe, India, Latin America, and the Philippines.

Our outsourcing lawyers assist clients in every step of an outsourcing transaction, from preparing requests for proposals (RFPs), to responding to RFPs, preparing term sheets, and drafting and negotiating definitive agreements. We advise clients on overall deal structure, with particular attention to business, technical, and regulatory issues that often drive the structure of a transaction. We also take special care to accurately document the specifics of the transaction, and to allocate risks appropriately between the parties. We bring to bear our substantial familiarity with market standards and can advise clients when suggested approaches deviate from those standards.

We are experienced in structuring the most heavily negotiated aspects of outsourcing transactions, including service-level agreements, intellectual property ownership allocations, termination fees, indemnification obligations, and limitations of liability, and we are familiar with alternative resolutions that are available for these and the numerous other issues that typically arise in outsourcing transactions. We advise clients on issues peculiar to offshore outsourcing arrangements, such as allocating currency exchange risks and inflation risks and dealing with data privacy issues, intellectual property ownership allocation, export controls and other related issues. We help clients explore creative ways to obtain additional benefits from their outsourcing relationships, such as using benchmarking, gain-sharing arrangements and setting up ancillary agreements for commercializing new intellectual property.

One of the greatest strengths of the Hogan & Hartson outsourcing practice is the accessibility of support and assistance from the firm’s other practice groups, whose lawyers offer skills and experience that are essential to complex outsourcing transactions. All of the attorneys in the outsourcing practice are members of Hogan & Hartson’s information technology practice. Our business process outsourcing practice was recognized as leading by Chambers USA (2007). Our privacy lawyers provide support and assistance with the privacy and data security issues that are now critical components of most outsourcing transactions, and our regulatory attorneys, particularly in the areas of labor and employment, FDA and health, and telecommunications, are available to advise on steps that are required to maintain compliance with applicable law.

Related Experience

• We assisted the American Red Cross with structuring and negotiating a transaction by which it outsourced standby emergency call center services to Verizon Communications Inc. for activation in any event of mass impact.
• We represented a major outsourcing service provider in multiple outsourcing transactions over a two-year period.
• We assisted an international food and facilities management company structure and close an outsourcing transaction for human resources and payroll services.
• We represented a large regional telecom carrier to outsource major back-office operations, including human resources, product development, operator and directory assistance, and installation and provisioning of certain telecom services, to a major India-based service provider.
• We represented a large international service provider in connection with the outsourcing of human resources and procurement functions for a large U.S. mortgage company to a proprietary application service platform located in India.
• We represented a large consulting firm in negotiating an agreement with a major insurance company to outsource accounts receivable processing functions to the Philippines.
• In a complex, multi-phased transaction, we represented a large consulting firm in outsourcing significant elements of its human resources functions to a service provider.
• We represented a large pharmaceutical supplier in negotiating an agreement for the outsourcing of its information technology and information services systems to a major outsourcing service provider.
• When a major municipality solicited bids to outsource significant information technology functions, we assisted a large outsourcing services provider in responding with a bid and handled corresponding teaming arrangements with other entities.
• We assisted a large, university-based medical center in negotiating an agreement to outsource substantially all of its information technology resources.
• We represented the operator of an international satellite network in negotiating an agreement for outsourcing the network's operations and maintenance.
• We assisted a primary provider of a standardized test for admission to a graduate level program with a transaction by which the test provider outsourced development and worldwide delivery of the test to a prominent developer of standardized tests and a multinational corporation that is in the test delivery business.
• We served as counsel in a global outsourcing transaction worth approximately $1.1 billion over a 10-year term in which Textron Inc. outsourced help desk services and operation and management of its mainframe computer systems, midrange computer systems, workstation and lap top computers, and voice and data telecommunications networks.
• We assisted a large real estate investment trust to outsource the security management functions for its large portfolio of malls and shopping centers.