Pierce Atwood is the go-to firm for sophisticated purchasers of outsourced services, information systems, and technology. We are a trusted advisor to a number of large financial services and insurance companies, including several members of the Fortune 500, because we understand the complex regulatory landscape such organizations must navigate, including state-based regulatory frameworks and expanding federal regulatory overlay in the form of Gramm-Leach-Bliley, Dodd-Frank, HIPAA, and the Affordable Care Act.

Straddling the firm’s IP & Technology and Business practice groups, our team combines strong, substantive drafting and negotiation skills with a collaborative, team culture and a practical focus on getting the deal done in the most efficient and effective way possible. We have experience negotiating with a broad range of leading national and international services vendors in connection with all manner of contracts, including:

  • Software and Technology Licensing
  • Software-as-a-Service, or SaaS
  • Print-Mail Services
  • Call Center Operations and Management
  • Correspondent Banking Services
  • Clearing Services
  • Staff Augmentation
  • Sponsorship and Endorsement Services
  • Facilities Management Services
  • Manufacturing and Supply Services
  • Consulting Services Agreements
  • Data License Agreements
  • Marketing Services Agreements
  • Multi-level Master or Enterprise Services Agreements

Unlike other firms, we also combine this broad experience with a unique emphasis on negotiation strategy and transaction project management.

Areas of Expertise

Pierce Atwood's Technology Transactions & Outsourcing team has extensive experience negotiating with product and service vendors on behalf of sophisticated purchasers in the financial services, insurance, biotechnology, and health care industries.  While the majority of our Technology Transactions practice is dedicated to assisting clients that are acquiring technology and services from vendors, we also have a robust and sophisticated practice representing software companies and other vendors. In our experience, this knowledge and understanding of the vendor perspective is invaluable in negotiating difficult contract issues. This full perspective also helps us foresee likely objections by these vendors and create solutions that work for both parties.

Representative Experience

Drafted and negotiated a variety of inter-related vendor agreements to outsource the development, hosting and maintenance of a publicly available price transparency website, securing contractual commitments with respect to cooperating with other service providers and shifting most of the risk of failed development to the vendors.

Inter-related Vendor Agreements

Advised a publicly traded student loan company in a series of technology transactions with large and sophisticated technology and services vendors, including a mission-critical call center outsourcing agreement.

Publicly Traded Student Loan Company in Technology Transactions

Our attorneys are trained in and practice a form of interest-based negotiation. In our experience, interest-based strategies and methods consistently produce more favorable outcomes with lower transaction costs than more typical positional bargaining. Our training gives us strong across-the-table skills that enable us to effectively identify and crystallize issues, overcome impasse, and create value for our clients.  In addition, we are adept at assessing and advising on structural leverage and other areas of negotiation power to help our clients get the best deal possible.  As an additional service, we regularly offer negotiation training for in-house counsel and business teams upon request.

Representative Experience

Lead negotiator for major property and casualty insurance company on enterprise performance management software contract. Successfully introduced and negotiated solution to an inter-operability issue that threatened to sink the deal.

Negotiation of Enterprise Performance Management Software Contract

Led negotiation team for independent statewide health information exchange in negotiation of key information technology agreements for full scale deployment of one of the first (and largest) statewide health information exchanges in the country using clinical data.

Negotiation of Key Technology Agreements for Health Information Exchange

Lead negotiator on behalf of a New England-based insurance company in connection with replacing a home-grown IT system (including self-hosted servers and legacy software platforms) with an outsourced core insurance platform consisting of a policy administration system, claims processing and settlement solution, rating engine and underwriting and decisioning tools. When the vendor’s in-house counsel proved to be an obstacle to compromise and progress, we suggested and implemented strategies to minimize counsel’s role to enable the vendor’s senior business leaders to make key decisions.

Negotiation of Outsourced Technology Platform for Insurance Company

Based on decades of combined experience and practice, our transactional attorneys have developed a toolkit and methodologies designed to streamline and simplify the negotiation process. Our transactions toolkit is customized to meet the client’s needs and fit the particular transaction, but typically includes:

  • Kick-off and development of transaction project roadmap, including timelines, milestones, and deadlines, business objectives, team and roles, and legal requirements
  • Preliminary review of contract documents and generation of high-level issues document
  • Identification of client interests, contract priorities, options, and alternatives
  • Maintenance of issues tracker to monitor open and resolved issues in a simplified and easily-accessible format
  • Executed contract summary to facilitate vendor contract management (including key provisions, termination/renewal deadlines, notice obligations, etc.).
Representative Experience

We served as lead counsel for a top-ten North American bank in connection with acquisitions of mission critical information systems involving the exchange of highly regulated personal information.

Building a Bank's Critical Information Systems

We developed a licensing program and supporting agreements for a holder of health care claims data in connection with out-licensing de-identified data sets to universities and organizations for research purposes.

Licensing Big Data

Representative Experience

We served as lead counsel for a top-ten North American bank in connection with acquisitions of mission critical information systems involving the exchange of highly regulated personal information.

Building a Bank's Critical Information Systems

Engaged by car rental agency to assist in connection with negotiation of a vendor Payment Processing Agreement.

Car Rental Agency in Payment Processing Agreement

Drafted and negotiated a variety of inter-related vendor agreements to outsource the development, hosting and maintenance of a publicly available price transparency website, securing contractual commitments with respect to cooperating with other service providers and shifting most of the risk of failed development to the vendors.

Inter-related Vendor Agreements

We developed a licensing program and supporting agreements for a holder of health care claims data in connection with out-licensing de-identified data sets to universities and organizations for research purposes.

Licensing Big Data

Lead negotiator for major property and casualty insurance company on enterprise performance management software contract. Successfully introduced and negotiated solution to an inter-operability issue that threatened to sink the deal.

Negotiation of Enterprise Performance Management Software Contract

Led negotiation team for independent statewide health information exchange in negotiation of key information technology agreements for full scale deployment of one of the first (and largest) statewide health information exchanges in the country using clinical data.

Negotiation of Key Technology Agreements for Health Information Exchange

Lead negotiator on behalf of a New England-based insurance company in connection with replacing a home-grown IT system (including self-hosted servers and legacy software platforms) with an outsourced core insurance platform consisting of a policy administration system, claims processing and settlement solution, rating engine and underwriting and decisioning tools. When the vendor’s in-house counsel proved to be an obstacle to compromise and progress, we suggested and implemented strategies to minimize counsel’s role to enable the vendor’s senior business leaders to make key decisions.

Negotiation of Outsourced Technology Platform for Insurance Company

Advised a publicly traded student loan company in a series of technology transactions with large and sophisticated technology and services vendors, including a mission-critical call center outsourcing agreement.

Publicly Traded Student Loan Company in Technology Transactions