Technology Transactions, Outsourcing & Commercial Contracts

We have experience representing both licensors and licensees with respect to a broad range of intangible assets across a spectrum of industries. We have structured and negotiated an array of US and global licensing agreements, from traditional or cloud-based software license agreements to cutting-edge revenue-sharing agreements for emerging technologies.

Our team regularly represents clients looking for creative ways to leverage valuable intellectual property rights and expand sources of revenue. We are the forefront of structuring innovative collaboration agreements for companies seeking to ally themselves with other companies, including companies desiring to capture a competitive edge through the implementation of new technologies and companies looking to expand their client base through the development, marketing, and deployment of technology-based products and services.

Our innovative work has positioned us as leaders in the technology market for clients in structuring license and service agreements and collaborations that use new and transformative technologies and solutions. As technology arrangements increasingly include a services component, we collaborate with clients and industry consultants to shape the contracting framework for technology-based services transactions. We are thought leaders in developing new contract models and risk profiles for various emerging solutions, including evolving enterprise resource planning, mobility, automation, analytics, cloud, and “as a service” models. We regularly address the heightened focus on data analytics and data security and privacy as crucial components of technology transactions.

Our team works closely with our clients and their internal stakeholders and external consultants to assess and implement their sourcing strategies. We structure and negotiate deals designed to meet defined business and cost objectives, mitigate business continuity and compliance risks, and comply with regulatory and other legal requirements. Our lawyers are at the forefront of assessing the impacts of emerging technologies used in connection with outsourcing transactions, including mobility, automation, analytics, cloud, and “as a service” solutions. We frequently set the standard for industry-adopted contract provisions.

We support our clients during every phase of outsourcing, from the initial sourcing assessment, through the RFP process, and into contract negotiations. We also regularly handle the restructuring, resourcing, and termination of outsourcing arrangements, as well as the review of incumbent or legacy relationships.

Our team works on outsourcing deals spanning a range of business processes, including information technology, finance and accounting, human resources, procurement, facilities management, research and development, and other core and noncore functions. We have experience across most major industry sectors, with particular focus in the financial services, life sciences, retail, and energy industries.

Morgan Lewis is among the few leading law firms with a team dedicated to advising clients on commercial contracts. We have a long history of supporting all aspects of the contracting process for direct and indirect spend categories and we work closely with our clients’ internal legal, procurement, and sourcing teams to establish an effective contracting process. We represent clients at all points in the supply and distribution chain, including manufacturers, suppliers, resellers, distributors, agents, financing entities, and end users.

Our experience ranges from managing a client's entire commercial contract portfolio to support the client’s procurement, sourcing, and supply chain operations, to handling a regular flow of contract work to support certain business operations, to assisting with contract overflow.

Our lawyers

• develop and maintain standard forms or templates, including annotation as appropriate;
• develop workflows relating to the contract intake and management process;
• facilitate and participate in regular training of both internal legal and procurement groups;
• work with client internal representatives to negotiate commercial contracts, drawing on experience with suppliers and service providers; and
• manage contract workflows from intake to contract completion.

Morgan Lewis lawyers are leaders in the online presence management and ecommerce fields, leveraging our in-depth market knowledge to promote, expand, and maintain best-in-class online presence for our clients. From Fortune 100 companies to emerging businesses, we collaborate with clients to realize their online presence visions to maximize their market impact and preserve the user experience while managing risk and potential liability.

Our team assists clients with legal issues arising from the design, setup, maintenance, and operation of ecommerce platforms, websites, and mobile applications and their related components and subsystems. We take a holistic approach to issues arising from licensing negotiation and compliance, third-party development, hosting and monitoring, open-source best practices, privacy and security (including regulated sectors), and data protection and commercialization.

We regularly advise clients on data and content use and aggregation, security requirements and processes, and data breach and retention. Our lawyers help clients address the spectrum of issues arising from online presence management, including employee-related, privacy, security, audit, tax, insurance, and other regulatory and intellectual property issues.

We provide crucial guidance to clients in domestic, foreign, and cross-border mergers and acquisitions transactions related to strategic commercial and technology transactions. Our team has domain-specific experience performing targeted intellectual property and contract due diligence, handling third-party consent and assignment arrangements, and drafting and negotiating representations, warranties, and indemnification provisions related to such matters.

When mergers and acquisitions transactions require continued services after closing, our team works closely with clients to efficiently draft and negotiate shared services and transition services agreements to minimize risk and ensure that the subject businesses can operate without interruption during the period between closing and complete separation and thereafter.

Our clients engage in a wide range of transactions involving the disclosure, processing, collection, and use of crucial business and sensitive personal data. We understand the current state of the regulatory and industry environments affecting these transactions and regularly work with our cybersecurity and privacy lawyers, including our lawyers in the European Union, to help clients achieve their business goals while addressing privacy and cybersecurity concerns in a manner that protects the clients’ brands and reputations and complies with applicable regulations.

We help our clients proactively develop and implement privacy and cybersecurity policies, including online and website privacy requirements. We regularly provide business-oriented advice in connection with transactions that include data privacy concerns, such as vendor and customer transactions, and due diligence, as well as data collection, acquisition, and use.