Companies elect to outsource for many reasons—from increased efficiency and lower costs, to access to new and transformative technologies, to better risk management and streamlined focus on core activities. We work with clients to ensure that the strategic benefits they seek from outsourcing transactions are reflected in the structure and terms of their deals.


Our Outsourcing Team has the knowledge and experience to guide your organization through the entire process: from executive counseling, due diligence, and vendor selection to formulating a deal structure and negotiation strategy, to negotiations, closing the contract, and implementation.

Our attorneys have handled information technology outsourcing (ITO) and business process outsourcing (BPO) transactions with values well over $1 billion for clients, including insurance and financial services companies, a state government, a major industrial manufacturer, a leading pharmaceutical, two major railroad companies, a health data corporation, and a Fortune 100 retailer. Our clients' deals have involved domestic and global outsourcing arrangements for the spectrum of functions, including IT infrastructure and network management, payments, finance, accounting, warehousing, and logistics.

Members of our team has been involved in outsourcing transactions from nearly the inception of the concept, and have assisted clients through their first-, second-, and third-generation relationships. Today, we are helping those clients transform from traditional sourcing models such as large-scale data centers, to newer models, including virtualization, cloud adoption, digitization, robotics, and artificial intelligence.

Leading legal publications have taken notice of our work in this area, including Chambers USA's citation of client praise for "strong subject matter expertise" and "flexibility in finding solutions to difficult items." The Legal 500 US ranks our outsourcing practice and members of the team among the nation's best. Team members keep pace with the evolving outsourcing environment and regularly publish in legal and business journals about the most recent developments. They speak at major conferences nationwide, including for the American Bar Association and the Payments & Cards Network professional association.

Every outsourcing deal is different. We tailor our services to address nuances and meet the needs of every client. Our concept-to-completion outsourcing representation includes the following services:

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Executive sponsorship and approval are essential to the success of any outsourcing transaction. We assist companies in educating project sponsors about the deal process and associated risks, and map a strategy to communicate with senior management.

We offer clients practical, market-based guidance and use a scoring tool that allows clients to compare multiple vendors on proposed contract terms. If our clients choose to employ dual negotiations, we use our years of experience negotiating outsourcing transactions to achieve optimal results.

We use a three-step process. First, we work with our clients to define and document their specific commercial goals. Second, we align the commercial goals with the contract terms. Finally, we counsel our clients about the likely trade-offs necessary to achieve the desired terms.

By carefully mapping commercial goals to contract terms, and following the strategy adopted by the team in a "key positions statement," we help our clients get the deal they want and avoid the pitfalls of leaving the outcome to the results of day-to-day negotiations.

On many occasions, outsourcing transactions involve complex tax, employee transfer, asset disposition, and other implications that require special skills and knowledge. Our team includes lawyers who can address these issues.

The transition of service delivery to the vendor is a critical step in an outsourcing transaction. A smooth transition allows both parties to start the relationship positively, and to begin realizing the benefits. The transition phase, however, can be challenging, as both sides' ongoing operations must continue, often during a time of unprecedented change. Our team is adept at counseling clients through the transition phase in a manner that helps to build, not erode, their relationship with the vendor. We also ensure that the contract terms bring appropriate levels of focus to the criticality of a successful transition.