Outsourcing transactions require a collaborative approach and a deep understanding of market norms
to ensure success and to enhance the relationships among the parties involved.

Chambers USA recognizes Jones Day outsourcing partners among "America's Leading Business Lawyers" (June 2007)

Our Perspective 

When most transactions close, the parties shake hands and go their separate ways. But in an outsourcing transaction, the negotiation and signing of a contract is just the beginning of a long-term relationship that must be collaborative to succeed. That relationship is complex, involving interactions at operational, managerial, and strategic levels, and its success is key to the success of the outsourcing. We believe the manner and tone of the contract negotiations will set the tone for the long term relationship and must reflect awareness of this dynamic. Our lawyers take a collaborative and practical approach to negotiations, using proven solutions and our knowledge of market norms to resolve issues, allowing the parties to focus on the commercial transaction and the compatibility of the provider’s solution and culture.

Our team focuses on advising clients in complex business process and information technology outsourcing transactions. Jones Day has represented clients in outsourcing transactions since the early 1990s and our lawyers have been involved in the outsourcing industry for more than 20 years. Jones Day is one of the few law firms in the world to have robust and leading customer side and provider side practices, which provide our clients with a unique market perspective and an ability to successfully close transactions in an efficient manner. We bring experienced insight of outsourcing market standards and players, along with an in-depth understanding of the legal issues involved in structuring, negotiating, maintaining, and terminating outsourcing agreements. Our lawyers also have significant experience assisting customers and providers when disputes arise in outsourcing arrangements.

Distinctive Representations

• Represented a large U.S. financial holding company in the negotiation of a master BPO agreement with a vendor in India that covers finance, accounting, and human resource outsourcing services. The unique, flexible structure of the agreement allows both parties to add incremental BPO services as needed
• Structured and drafted an IT outsourcing agreement with a leading European financial institution involving negotiations with nine different European labor unions and two separate antitrust approval processes
• Represented a global telecommunications company in negotiating IT outsourcing agreements covering 57 countries
• Represented a U.S. bank on outsourcing transactions involving internal help desk operations, loan servicing functions, and management and administration of the company's employee health plans and health maintenance programs
• Counsel to vendor in outsourcing of health information management, medical record, coding and transcription services, and acquisition of related assets and operations

To review additional outsourcing representations, please see the Experience link on the left of this page.

Global Capabilities for Offshore Outsourcing

Because outsourcing often takes advantage of offshore capabilities to lower costs, even an outsourcing between domestic players can involve jurisdictions outside the United States. Leveraging Jones Day's global footprint, we offer an integrated approach to structuring and negotiating these transactions, which often involve multiple geographies across the globe. Maintaining awareness of cost and time efficiencies, we call upon our lawyers in offices worldwide for advice as needed on the regulatory and legal issues touching these agreements including regional and international tax implications, employee transition considerations, asset acquisitions, privacy and data security regulations, and Sarbanes-Oxley compliance. In particular, Jones Day's offices in Asia and Australia and an affiliated firm in India provide our clients with unique resources to structure and negotiate offshore outsourcing matters in India and throughout Asia.

Scope of Services

• IT outsourcing, from discrete IT functions to full-scope IT outsourcing
• Business process outsourcing, such as customer care, finance and accounting, human resources administration, and logistics
• Offshoring of IT functions and business processes
• Contract interpretation and relationship counseling
• Restructuring and renegotiation
• Termination and transition

Kontakte

David N. Guedry
Dallas
Tel: 1.214.220.3939
E-mail

Jason D. Krieser
Dallas
Tel: 1.214.220.3939
E-mail

Kevin D. Lyles
Columbus
Tel: 1.614.469.3939
E-mail

Jonathon Little
London
Tel: 44.20.7039.5959
E-mail

Chris Ahern
Sydney
Tel: 61.2.8272.0500
E-mail