The most critical business decisions for organizations often start with contracts and commercial agreements. By working with both buyers and sellers, we understand the needs of both parties and can craft solution-oriented documents that protect our clients’ interests without the need for lengthy “trench warfare” negotiations that slowly inch somewhere towards the middle ground.
Our firm has a nationally recognized practice that focuses exclusively on contracts and commercial agreements. We routinely work with both buyers and sellers of goods, services and technology. We counsel clients in a wide range of complex business transactions, including the sale or procurement of goods and services, the outsourcing of internal business process or IT functions, the licensing of technology, content and data, and the formation of long-term strategic relationships, such as joint ventures and strategic alliances. We represent entities operating in many different industries, including telecommunications, financial services, government, media, and healthcare.
Our attorneys have been working with clients for a number of years to create templates, negotiation playbooks, contract decision-making matrixes, and training materials. Almost all of these projects involved multiple users across a variety of business units with different styles, philosophies and needs. We have learned how to manage this dynamic efficiently and within a budget. We know what works, what clients use and what sits in a corner collecting dust.
- Public Contracts & Procurement
Governments and public agencies are among the largest consumers of services, and we have a broad range of experience on both sides of public contracts. We have represented federal, state and local governmental entities on many “mega-projects” in the United States.
We are experienced in federal procurement and representation of contractors in disputes with agencies of the United States government, including the U.S. Army Corps of Engineers, the Department of Veterans Affairs, the General Services Administration, the U.S. Navy’s Facilities Engineering Command, the Department of Energy, the U.S. Coast Guard, the Centers for Disease Control, the Air Force, the Department of Homeland Security and the Bureau of Prisons. Several of our attorneys have focused on federal procurement throughout their careers, with extensive practice before the Armed Services Board of Contract Appeals, the Civilian Board of Contract Appeals, the Veterans Administration Board of Contract Appeals, the GSA Board of Contract Appeals, the U.S. Court of Federal Claims, the U.S. Court of Appeals for the Federal Circuit and other agency boards. Our attorneys are also well versed in the alternative dispute resolution (ADR) procedures of the various Board of Contract Appeals and the Court of Federal Claims.
Our licensing practice focuses on transactions involving the development, licensing and commercialization of software and other technology, data and intellectual property. Many transactions in this area involve the procurement or sale of integrated systems consisting of software, hardware and support services, such as integration and maintenance. We also assist in joint development agreements. We also focus on highly specific aspects of technology licensing, such as open source software and the impact of virtualization.
We represent clients from many industries in a full range of outsourcing and logistics transactions, including onshore, near-shore and offshore. While most of our clients seek to outsource business processes and IT functions, we also represent providers of outsourcing services in certain niche markets. Our representation of outsourcing companies has given us a greater understanding of providers’ needs and helps us find creative solutions to problems. Our broad experience helps clients shorten the sourcing cycle, speed realization of benefits and implement flexible and lasting solutions and relationships that are the key success drivers of these types of deals.
We represent clients throughout the entire outsourcing transaction beginning with the decision to outsource, what functions to outsource, how to tailor a request for proposal (RFP) from potential service providers in light of the competitive landscape for the specific outsourcing and through the process of drafting, negotiating and signing the service agreement. Our role often extends beyond the agreement signing through monitoring the service provider’s compliance with its obligations under the agreement, including service level agreements (SLAs). We represent clients in terminating and restructuring outsourcing relationships, moving outsourcing relationships from one vendor to another and in-sourcing previously outsourced services.
- Joint Ventures & Strategic Alliances
Our attorneys are experienced in structuring, drafting and negotiating agreements governing the development, licensing, resale and distribution of software, patents and other complex technology and in the formation of various joint development and other strategic alliances involving technology assets.
- Technology & Pharmaceutical Commercialization Transactions
The commercialization of biotechnology frequently involves complex negotiations concerning a variety of issues, such as: the scope of the license to the underlying technology, the critical milestones (regulatory and non-regulatory) for which each party is responsible, the payment terms and triggers of payments between the parties, the scope and terms under which the ensuing products may be commercialized, the extent to which the parties will cooperate with respect to ongoing joint development of future generation products and the terms of product supply. Our attorneys work closely with subject matter experts on our Health and Life Sciences team and Intellectual Property team as well as other teams in counseling clients on how best to identify, prioritize and synthesize the issues into a sensible commercial relationship with the other party. We are experienced working with both the biotechnology companies developing innovative technologies as well as the pharmaceutical and other companies seeking to commercialize these technologies. We regularly work shoulder to shoulder with our clients, both domestic and foreign, in negotiating these relationships.