Our Experience and Approach

Kramer Levin Naftalis & Frankel LLP’s Outsourcing and Technology Transactions Practice draws upon the combined years of specific and practical experience, expertise and industry knowledge of our integrated group of technology-savvy corporate and intellectual property attorneys. By utilizing this multidisciplinary approach, we provide practical and value-added counsel at every stage of an outsourcing or technology transaction.

We represent companies that develop, use and/or license technologies in a wide array of industries, including companies in the financial services, insurance, information technology, life sciences, consumer products and entertainment sectors. From routine licensing transactions to complex global infrastructure outsourcings, our attorneys are skilled at evaluating, structuring and negotiating transactions that provide creative and flexible solutions to meet our clients’ business objectives.

Kramer Levin’s outsourcing team combines an understanding of the strategic and commercial aspects of a transaction with a strong appreciation of the underlying technologies to ensure that our clients’ interests are effectively protected at every stage. Our attorneys are business advisors, not just legal experts, and this provides our clients with a tremendous advantage when compared to other counsel who are content simply to document a deal agreed to by others. The firm’s philosophy is that outsourcing and technology contracts should be treated as long-term business ventures requiring the successful alignment and balancing of risks and rewards.

Principal Areas of Focus

Business Process Outsourcing

Kramer Levin has been advising clients in the type of transaction now commonly referred to as “business process outsourcing” (or “BPO”) for many years. Our interdisciplinary team has counseled our clients on a diverse range of outsourced business functions and processes, including claims and transaction processing, accounting and administration, payroll, benefits administration, facilities management, procurement and supply chain management.

Kramer Levin realizes that the stakes are high in BPO transactions since, unlike most information technology outsourcings, the service provider will handle many customer and employee visible aspects of a company’s business. The service provider must integrate seamlessly with the customer’s operations, business model and technical and non-technical processes. Our extensive experience with structuring and negotiating these transactions enables Kramer Levin to add real value in all types of BPO transactions.

Information Technology Outsourcing

Kramer Levin’s multidisciplinary team of outsourcing attorneys deals with all legal and contractual issues related to information technology outsourcing transactions — from simple, sole-sourced deals to complex, competitively bid global transactions. Providing expertise and practical advice on all phases of the IT outsourcing transaction — including service and scope definitions, service level agreements, pricing and payment mechanisms, governance matters and change control procedures — we assist our clients in structuring, negotiating and, when necessary, restructuring or terminating, outsourcing relationships. Our relationships with all of the major service providers and consultants enable us to efficiently provide these services and to better advise both customers and suppliers on industry trends.

Offshore Outsourcing

Globalization of commerce and economies has created tremendous opportunities and significant challenges for outsourcing in all affected industries. Offshore outsourcing (or “Offshoring”) promises high quality, scalable resources at significantly lower costs. But there are also corresponding risks and unknowns in the legal, cultural, political and economic arenas. To realize the benefits of Offshoring, companies and their service providers must work to minimize these risks by effectively identifying and addressing areas of concern.

The multidisciplinary team of corporate and intellectual property attorneys of Kramer Levin’s Outsourcing and Technology Transactions Practice has for many years confronted the types of crossborder issues that are prominent in offshoring transactions. From confidentiality and intellectual property protection to international tax considerations, Kramer Levin has navigated our clients through the issues associated with this often complicated practice. Our global presence and reach, including our Paris office, ensure in-depth knowledge of controlling legal systems, regulatory issues and cultural and political climates. As offshoring continues its steady growth, our clients continue to look to Kramer Levin and our global partners for comprehensive legal services that will protect their multinational interests.

Life Sciences Outsourcing

Our attorneys possess broad experience in structuring licensing arrangements, collaborations and strategic alliances in all phases of the development and commercialization of pharmaceuticals, biologics and medical devices. Experienced in outsourcing practices that have — and have not — worked for other industries, and keenly aware of pressures to cut costs and replenish maturing drug pipelines, Kramer Levin is uniquely positioned to assist our life science clients in reducing fixed costs and increasing early identification and late phase acquisition of successful drug candidates by reaping the benefits of domestic and offshore outsourcing.

Technology Transactions

Kramer Levin’s Outsourcing and Technology Transactions Practice has a unique focus on technology transactions, particularly in the acquisition or provision of technology-oriented goods and services. Our Intellectual Property and Technology Department is one of the largest and most experienced in a general practice firm, with many attorneys having specialized in this area for over twenty years. The marriage of our IP Department’s broad and varied technical expertise with our Corporate Department’s extensive transactional work for many of the world’s largest companies enables us to bring a cutting-edge approach in the structuring and negotiation of technology transactions.

Kramer Levin’s extensive experience in technology transactions includes technology research, development, manufacturing, marketing, distribution, maintenance, support, collaboration, strategic alliance, acquisition, joint venture and divestiture agreements involving:

• software and hardware (including application service provider (ASP), Internet-based and other software services); 
• pharmaceuticals, biologics and medical devices;
• chemicals; and
• electronics and telecommunication devices.

By leveraging our technology-based experience with an understanding of the strategic and commercial aspects of each transaction, we are able to provide our clients with customized, value-added legal services.