Commercial transactions—whether sales, manufacturing, outsourcing, research and development licensing or a wide range of other agreements regarding the transfer of goods, rights and services—are the operational core of most businesses.  K&L Gates strives to bring the same level of legal sophistication, interdisciplinary expertise, industry awareness and global reach to these important operational activities that clients routinely expect of outside counsel for mergers and acquisitions and other major transactions.

The Outsourcing and Commercial Transactions group works with companies to develop consistent approaches to addressing commercial risk through good contracting practices appropriate to their business models.  We assist businesses in developing efficient and effective contractual infrastructures for new and existing products and services.  Our commercial lawyers negotiate a wide spectrum of contracts ranging from the routine to the highly complex.  With every contract, we seek to balance risk mitigation with economic opportunity.

We serve virtually every major industry group, on a global integrated basis, and support service providers and customers of all sizes, from start-ups to some of the world's largest corporations.

The lawyers in the Outsourcing and Commercial Transactions group have been leaders in providing legal support for outsourcing transactions for more than 30 years.  They have deep experience representing both service providers and customers in a wide variety of outsourcing transactions, including some of the largest and most complex arrangements in the industry, and have worked with many of the most influential players in the outsourcing field.  We have experience with many types of outsourced services, including information technology, telecommunications, human resources, life sciences, finance and administration, transportation, real estate, procurement and many other business processes.

Within our global law firm, we draw on a tailored mix of general commercial practitioners and lawyers from a variety of practices across the firm to address the individual needs of each business.  We respond to our clients' dynamic commercial endeavors by providing prompt access to individuals in diverse fields of law, such as intellectual property, technology, employment law, regulatory, insurance coverage, construction and government contracting, international law, creditors' rights and international dispute resolution.  As lawyers assisting mergers and acquisitions and related corporate activities, our group supports the corporate team in negotiating post-closing services and ancillary agreements.  The interdisciplinary nature of our practice provides flexibility to the client and allows us to remain price sensitive.

Our commercial lawyers strive to provide efficient, effective services commensurate to the value of the contract.  To further those efforts, we devote significant effort to in-house training and knowledge-sharing, including the development of model contract forms and provisions, to foster best practices in our firm and in our field.  At K&L Gates, we believe it is good business to get to know our clients and their industries and to be of assistance not only in large-scale transactions such as mission-critical outsourcing arrangements, strategic alliances, and mergers and acquisitions, but also in the thousands of day-to-day and strategic commercial transactions such as services contracts, purchaser and supplier agreements, consignments, research and development efforts, managed services, licensing arrangements, technology transfers and joint ventures.

We are intensely committed to supporting our clients’ commercial activities—the heartbeat of the enterprise.

Our work with clients includes:

• Creating modular infrastructures for various technology services providing multiple service options for use by clients for in-house contract administration, and conduct related in-house training.
  
  
• Coordinating negotiations of significant technology contracts with in-house counsel from multiple legal areas.
  
  
• Building client- and industry-specific technology contracts legal teams.
  
  
• Providing analysis of historical contract risk management and recommendations for improvement.

Outsourcing

• Represent one of the leading outsourcing service providers in connection with many of the largest information technology arrangements in the industry, including:
  
  
  • A multi-billion per year outsourcing arrangement with one of the largest manufacturing companies in the world.
    
    
  • A multi-billion dollar outsourcing relationship with a leading telecommunications company.
    
    
  • Several multi-billion dollar arrangements with major airlines.
    
    
• Advised a provider of global information management solutions on numerous software procurement/licensing agreements and significant IT outsourcing projects.
  
  
• Represent a leading provider of technology and related services to the travel industry in connection with many of its technology-related relationships, including:
  
  
  • The structuring and negotiation of information technology service agreements with several major airlines.
    
    
  • The structuring and negotiation of content agreements with many of the world's largest airlines.
    
    
  • The negotiation of subscription and related agreements with many of the largest online and traditional travel agencies.
    
    
  • The negotiation of complex arrangements with critical suppliers of IT-related equipment, software, and services.
    
    
• Advised a leading accounting firm's consultancy business on a number of significant local government IT projects, including its appointment as strategic partner and ICT Services Integrator to the London Borough of Greenwich, and the provision of information management and technology solutions to a number of local government authorities, as well as strategic relationships with suppliers of third party enterprise IT solutions.
  
  
• Represented a leading financial services company in the outsourcing of its prepaid card data processing.
  
  
• Represented a Fortune 500 company in a billion dollar transaction involving the outsourcing of a variety of functions, including eight separate systems integration projects for the client's global point of sale system and warehouse management system, human resource and payroll management, finance and accounting functions, applications development and maintenance, and IT security.
  
  
• Advised an Asia-based service provider of business process outsourcing services to global clients.
  
  
• Represented several investment management companies in connection with the global outsourcing of their back-office operations.
  
  
• Represent and advise a global provider of a wide variety of real estate services, such as property/facilities management, development and project management, transactions/brokerage services, strategic advisory services, lease administration, real estate IP and accounting, for corporate customers in multiple industries.
  
  
• Represented one of the largest school district in the country in outsourcing its food services, facilities management, human resources, and other non-educational functions.
  
  
• Represent service providers of various outsourced services such as corporate information management services, business intelligence software solutions, broadcast equipment supply and playout services, and advertising services.
  
  
• Advise US financial institutions on banking and securities regulatory issues associated with global sourcing of private client account administration.

Joint Ventures and Strategic Alliances

• Represented joint venture partner in formation of joint venture to manufacture and market materials for the wind energy market.
  
  
• Represented a leading provider of enterprise resilience management solutions in strategic alliances to provide management and technology infrastructure for operations and security at major domestic and international ports, and to enhance operations and security throughout the transportation sector’s port, intermodal, warehousing and supply-chain systems.

Web Services

• Extensive representation of providers of web-based services to the financial services and manufacturing industries.
  
  
• Advise customers entering into to software-as-a-service subscriptions.

Commercial Transactions

• Developed standard terms and conditions of sale and purchase on behalf of clients.
  
• Advised clients regarding interpretation and amendment of existing strategic commercial agreements.
  
• Negotiated supply chain agreements on behalf of buyers and sellers of a wide variety of products.
  
• Negotiated equipment leasing arrangements on behalf of suppliers and lessees.
  
• Assisted clients in development of standard maintenance and support agreements.
  
• Advised clients regarding comprehensive organization of global supply and distribution contracts.
  
• Represented manufacturers, distributors, and resellers in various national and international distribution arrangements in numerous industries, including information technology, biotechnology and life sciences, and advanced manufacturing.
  
• Reviewed domestic and international purchasing forms and procedures on behalf of a client and recommended restructuring purchasing forms to better position them to win the "battle of the forms" under UCC 2-207.  
  
• Represented a seller of major steel mill equipment in reviewing the entire procedure by which they sell its products both domestically and internationally and ultimately proposed changes to their selling forms and procedures to better position them to enforce their key selling terms.
  
• Drafted standard and region-specific agency agreements on behalf of client’s international sales agents, including commission payments and termination provisions.
  
• Drafted FCPA policies, FCPA agent questionnaires and FCPA procedures on behalf of a client who sells steel mill equipment both domestically and internationally in 26 countries.

Licensing

• Prepare and negotiate compliance, data processing, data security, and business processes software licenses for a variety of financial services, manufacturing, entertainment and retail goods and services clients.
  
  
• Prepare and negotiate development, manufacturing, and distribution licenses in the biomedical and other life sciences industries.
  
  
• Structure distribution arrangements and licenses for medical devices.
  
  
• Represent clients licensing technology from universities, on behalf of start-ups to major corporate R&D departments.
  
  
• Prepare and negotiate master software development, licensing and services agreements for use by clients in various industries.

Mergers and Acquisitions Support

• Advise divesting corporations on transitional services offered to the divested entity, including IT services.
  
  
• Replicated within a few months the entire technology infrastructure of a major manufacturing corporation as part of a significant asset spin-off.