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Outsourcing Contracts

Outsourcing is the process by which a company retains a third-party to perform some process or function that was or would be performed by the company itself.  Historically, outsourcing was primarily focused on the information technology sector.  Companies that lacked in-house IT expertise would use third parties to provide information technology services or product development.  Information technology outsourcing typically involves the outsourcing of computer hardware and/or software systems, support operations (such as IT staffing), and other related services, such as telecommunications.  Such services can be provided either on-site or remotely (or both).

Although recent trends in outsourcing present their own set of distinct issues, the core issues that apply to all outsourcing contracts continue to require serious attention.  Due to the complicated scope of most outsourcing transactions (e.g., the transfer of employees, equipment, software, etc.), most outsourcing contracts usually have multiple year terms.  Because customers are virtually "locked-in" for such a long period of time, great care must be taken to ensure that the benefits of the bargain are enjoyed throughout the entire term of the contract notwithstanding any fluctuations in technology, the economy, or the vendor's business.  Unfortunately, many clients make the mistake of not addressing certain key issues necessary to achieve this goal.

A significant concern for clients entering into technology-related outsourcing relationships is effective protection of their intellectual property and ownership of any intellectual property produced by the outsourcing vendor.  Although the Paris and Berne Conventions regarding the protection of intellectual property create minimum intellectual property protections in most countries, certain rules and local laws vary around the world.  For example, India is considered to have one of the most modern copyright laws in the world; however, enforcement may be lax and software piracy and other violations of the law are common.

The Firm can provide a full spectrum of commercial contracts services to our clients with focuses on corporate, intellectual property and technology law and has experience in drafting contracts for protection and exploitation of intellectual property.  We can assist clients of all types (from middle market to start-ups in high tech, financial, entertainment, publishing, marketing and other industries) on business and marketing issues and strategies (including risk management), the protection and exploitation of creative and technological works (including trademarks, copyrights and patents), litigation management, and other intellectual property.

A niche status and use of technology enable us to provide high quality, cost effective solutions to  a broad range of clients. We understand the dynamics and requirements of technology business environment. We have  the ability to see across different areas of law from both a legal and technically astute viewpoint. Some of our clients are surprised that we know how their business and technology work without having to be informed of the detail. We use our skills and experience to judge the balance between legal and commercial risk and deliver our services promptly and economically. We recognize that the value of our services is measured by the value we add to the business of our clients. We approach clients' needs and provide support in a timely, efficient, and effective manner and share with clients the legal and business experience in the process of assessing developing and deploying legal and business strategies.