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Outsourcing 2017: ITO, BPO and Cloud


Speaker(s): Brad L. Peterson, Christine E. Lyon, David M. Ross, Edward J. Hansen, Elizabeth Zimmer, George Kimball, Gregg I. Goldman, Janis M. Meyer, Johanna L. Werbach, John F. Delaney, Jon Lightman, Lynn Lugo, Michael J. Cammarota, Peter R. George, Peter Sanborn, Samuel G. Kramer, William A. Tanenbaum
Recorded on: Nov. 2, 2017
PLI Program #: 182496

Primary Areas of Practice: Sourcing Advisory

Law School/Graduate School: University of the West of England, Bristol

Work History:

Mr. Lightman heads up ISG's Life Sciences practice.  He advises ISG clients on all aspects of the services lifecycle from initial strategy through design and build of governance organizations.  As a qualified English attorney he initially focused on the transactional activities and still maintains deep SME knowledge relating to structuring and negotiation of contracts.  His experience includes over 50 ISG engagements whose scope comprised ITO, BPO, FSO and KPO elements and has also assisted clients in developing enterprise vendor management functions, in many cases on a global basis.  He has supported clients in over 10 countries and is based in New York City.


Brad Peterson is a co-chair of PLI’s outsourcing program in Chicago and leads the Technology Transactions practice at Mayer Brown.  His practice focuses on outsourcing, data, digital services, and software transactions.

Brad has been ranked as a Band 1 individual for several years in both Chambers Global (Global – US Outsourcing category) and Chambers USA (Illinois Technology and the National Outsourcing categories) (“the gold standard of legal advisers on IT outsourcing and contracts”).  Best Lawyers named Brad as the Information Technology Law "Lawyer of the Year" for Chicago" for 2017.   Legal 500 has for several years named Brad as a Leading Lawyer ("singled out for praise“).

Brad earned an MBA from the University of Chicago Graduate School of Business and a JD from Harvard Law School. Prior to law school, he worked for years as a computer programmer and an IBM Marketing Representative.


Christine Lyon advises organizations on cutting-edge issues related to the collection, use, sharing, and safeguarding of data, including personal information of customers and employees. She serves as a trusted advisor, working with clients to develop global strategies to comply with U.S. and international privacy and data protection laws.

Christine’s practice spans a variety of industry sectors, from information technology services to consumer products, and covers clients ranging from start-ups to large multinationals. She advises technology companies on building privacy protections into their offerings, including connected products and services (Internet of Things), cloud-based and mobile services, and social media initiatives, as well as on managing the related “Big Data” implications. She also assists clients in evaluating and managing privacy risks, including in strategic transactions such as IT outsourcing, and mergers and acquisitions.

Legal 500 US recognized Ms. Lyon as a “rising star” in the area of privacy and data protection and recommended her for cyber law, and she received The Burton Award for Distinguished Legal Writing. She frequently writes and speaks on the topics of global data protection laws, workplace privacy issues, and data security laws. She is a co-editor of Global Employee Privacy and Data Security Law (BNA Books) and a member of the editorial board of the World Data Protection Report.


Elizabeth Zimmer, a Pillsbury Global Sourcing & Technology Transactions partner, is widely recognized for her extensive information technology outsourcing knowledge, skill and experience.

A master of sophisticated technology transactions, Liz offers legal and strategic business counsel to global leaders in the financial services, energy, startup and media sectors. She guides clients throughout structuring, restructuring, negotiating and implementing their most critical technology-related initiatives, including cloud and SaaS deals, multinational IT and business process outsourcing, as well as logistics and fulfillment deals and facilities management outsourcing, managed network services sourcing, systems integration and software licensing arrangements. Liz also helps clients scope, price and structure deals, establish service levels and evaluate vendors.

Some of her recent experience includes:

  • Assisted several systemically important ("Too Big to Fail") financial institutions in the strategy and execution of moving to cloud-based critical services, such as email, applications and core processing platforms.
  • Negotiated a transformational series of IT infrastructure and AD&M global outsourcings with IBM and Wipro for one of the world's largest providers of financial asset management services to institutional investors.
  • Structured $1.3+ billion global business process outsourcing (BPO) and information technology outsourcing (ITO) transactions between The Nielsen Company and Tata Consulting Services spanning 180 countries.

A cum laude graduate of American University, Washington College of Law (JD 2001) and Tulane University (B.A. 1998), Liz was named by The New York Time Magazine as one of the “Top Women Attorneys – Rising Stars in New York.” In addition, she has been recognized by The Legal 500 U.S. for Outsourcing and by Chambers USA in its outsourcing category in both the New York and Texas markets.

Liz is admitted to practice in both New York and Texas.


George Kimball is a member of the outsourcing and technology practice at Wiggin and Dana LLP.

Before joining his present firm, he was an Associate General Counsel at HP, where his responsibilities included negotiation of major outsourcing engagements; teaching, training and practice tools for HP lawyers, sales executives and account executives; and legal support for cloud and security businesses.

Earlier in his career, he spent more than 30 years in private practice in California, including partnerships at Latham & Watkins, Arnold & Porter, Baker & McKenzie and a Los Angeles technology boutique, Kimball & Weiner LLP.

Since the early 1990s, he has advised clients concerning contracts to outsource information technology and business processes in a wide range of industries. He is author of Outsourcing Agreements: A Practical Guide (Oxford 2010). He has been ranked as a leading outsourcing lawyer by Chambers Global, Chambers USA and Legal 500.

A native of Southern California and resident of Ann Arbor, Michigan, George is a graduate of UCLA, University College London and the University of Michigan Law School, where he teaches as an adjunct lecturer. He is a member of the Bar in California, Michigan and New York and has been admitted to practice before the US Supreme Court.


Janis Meyer is a partner at Hinshaw & Culbertson LLP where she focuses her practice on professional responsibility, risk management and professional liability law, with particular emphasis on attorneys and law firms. Having served as the general counsel of a global firm, Ms. Meyer is familiar with a broad spectrum of professional liability, human resource, and other risk management issues arising in law firms. During her career, Ms. Meyer has also represented and advised clients in a variety of industries, including banking, financial products and insurance.

Professional Background

Prior to joining Hinshaw & Culbertson in January 2015, Ms. Meyer was a partner and the General Counsel of Dewey & LeBoeuf and its predecessor, Dewey Ballantine. She was also a member of the two-person wind-down committee that oversaw Dewey & LeBoeuf's bankruptcy filing in 2012 and the subsequent wind-down of the firm.

Ms. Meyer is a Special Professor of Law at The Maurice A. Deane School of Law at Hofstra University where she teaches "The Nuts & Bolts of Lawyering" and Legal Ethics. Ms. Meyer clerked for the Honorable George C. Pratt in the United States District Court for the Eastern District of New York and the United States Court of Appeals for the Second Circuit.

Professional Affiliations

  • Law360, Legal Ethics Editorial Advisory Board, 2016, 2017
  • New York City Bar Association, Professional Ethics Committee (2014-present)
  • New York City Bar Association, Committee on Recruitment and Retention of Lawyers (1993-2011), Chair (2007-2011)

Ms. Meyer has written numerous articles and is a frequent speaker at bar association and industry conferences on issues of professional responsibility, law firm risk management, diversity, women in the law, and the role of law firm general counsel.


Johanna Werbach is Managing Director of Intellectual Property and Technology Law at Moody’s Corporation. In this role, Ms. Werbach is responsible for managing the negotiation and drafting of a wide variety of vendor agreements in compliance with Moody’s risk mitigation standards and relevant law, including software and data licenses, hardware purchases, professional services, cloud computing agreements, data center colocation and leasing agreements, artificial intelligence engine agreements, and other key commercial contracts. She has negotiated many significant business process and knowledge process outsourcing arrangements, and has managed the legal aspects of offshoring a variety of complex IT services to well-known providers in India and other jurisdictions.  Ms. Werbach also counsels regarding a variety of legal issues concerning intellectual property and technology, including social media presence, intellectual property protection and enforcement, corporate technology strategy issues, open source code usage, data privacy and security compliance matters, and commercial dispute resolution. She also advises regarding protection of proprietary rights, fair use of third party materials, use of company-owned technology resources, contract worker engagements, third party vendor screening, outsourcing safeguards, and the legal issues connected with business continuity and disaster recovery.

Ms. Werbach joined Moody’s in 2001 as Assistant General Counsel and has remained at the firm since that time, except for a hiatus from 2009 – 2011 when she managed her own intellectual property firm, IP Now, LLP. Previously, she served as General Counsel for Flooz.com, a high-profile Internet startup in New York City offering online gift currency redeemable within a merchant network.  Prior to that, she was an associate in the intellectual property practice group of Morgan, Lewis and Bockius LLP in its Washington D.C. and New York City offices.

Ms. Werbach holds a J.D. from Harvard University Law School (1994) and a B.A. in economics and history from Swarthmore College (1991). She is a member of the New York and Pennsylvania State Bars, and is a Certified Information Privacy Professional (CIPP) accredited by the International Association of Privacy Professionals.


Ed employs a highly collaborative approach in counseling clients that are executing technology-enabled programs that require substantial supplier/customer interdependence, such as information technology outsourcing, business process outsourcing, and complex system integration not only for newly sourced deals, but also for troubleshooting and realigning problematic deals and sourcing distressed processes.

Ed has a long history of applying business-oriented, innovative, and collaborative negotiating techniques to help simplify complex sourcing arrangements. As early as 2004, InformationWeek named Ed a key innovator and influencer who drives change in the business technology sector. Later, a prominent industry consulting firm conducted a case study on his negotiating process, and most recently, he was featured in an exclusive interview with CIO.com and quoted at length in Strategic Sourcing in the New Economy: Harnessing the Potential of Sourcing Business Models for Modern Procurement.

Chambers USA has noted that Ed is “recognized as a thought leader in the area” who is “challenging traditional ways to do outsourcing.” Commenting on his approach in Chambers USA, clients’ note that he “speaks to clients’ needs in an extraordinary way,” “is highly effective and respected by everyone involved in the deal,” and has a “disarming approach which can break down the pretense and malaise” that can build around a negotiating table. A leading industry expert notes that Ed is “fabulous at understanding how to construct complex outsourcing agreements that move beyond heavy-handed risk shifting to mutual gain and win-win.”

In addition to being an active speaker at industry conferences, Ed authored and presents the “terms and conditions” module of the Sourcing Industry Group’s (SIG’s) SIG University certification program, regularly conducts contracting master classes (including for SIG’s Executive Immersion Program), serves on the advisory board of the Shared Services and Outsourcing Network, and is a regular guest lecturer at New York University’s executive Master of Business Administration program.


John Delaney advises clients ranging from startups to FORTUNE 500 companies on licensing, intellectual property and technology-related matters. John’s experience includes negotiating complex IT and business process outsourcing contracts and service level agreements, joint ventures, software and content development agreements and licenses and similar transactions. John routinely advises clients on matters relating to social media, mobile apps, cloud computing, AI, big data analytics, smart contracts, blockchain and other emerging technologies. 

John also assists clients in identifying online liability issues and developing risk-reduction strategies, including in connection with data scraping, online marketing campaigns, user-generated content, voice platforms and interactive products and services.   

In the media space, John has extensive experience with the licensing of music, TV, film and other content for transmitting, streaming or downloading through traditional distribution channels and online platforms. 

In the social media space, John is highly knowledgeable of the rapidly evolving law of social media, social influencers and interactive marketing. He drafts and helps implement social media policies and guidelines, advises on compliance with the Digital Millennium Copyright Act (DMCA) and Communications Decency Act (CDA) safe harbors, and assists with online tracking and issues in connection with corporate blogs, third-party social media platforms and mobile applications.

John is a frequent author, blogger and lecturer on technology and intellectual property law developments.


Mike supervises a team of lawyers that facilitate ease of doing business in deal shaping and negotiations with clients in North America. Responsibilities include supervising and occasionally participating in the drafting and negotiating of technology and business process licensing, outsourcing, reseller, confidentiality and numerous other types of agreements with commercial and public-sector entities; antitrust analysis; dealing with issues pertaining to employment and contract law, intellectual property, general corporate, mergers and acquisition, and tax; supervising outside counsel on contracting matters.  Mike is also the legal department’s lead for legal community in North America.

Prior to joining Accenture in 2005, Mike held various positions in IBM’s legal department.  His responsibilities included antitrust analysis, contract drafting and negotiation of all types of customer and supplier contracts, dealing with issues pertaining to employment law, intellectual property, general corporate, mergers and acquisition and tax and supervising outside counsel on litigation.

Mike received a BA from St. John’s University in 1982 and graduated from St. John’s University School of Law in 1985, where he was a St. Thomas More Scholar and a published member and editor of the Law Review. 

Mike has volunteered with various charitable groups, including the Maryknoll Lay Missioners (http://www.mklm.org/) in Bolivia, Bangladesh, El Salvador, and Nepal, and Mike serves on the Board of Directors of MKLM. Mike is also on the Board of Directors of Search for Change, (http://www.searchforchange.org/), a nonprofit organization that has been a pioneer in the mental health community for more than 35 years with a reputation for providing quality rehabilitative services to individuals with mental illness. Mike is also an elected official who sits on the Board of Finance for the town of New Fairfield CT.


Mr. George practices international commercial law and regularly advises clients, both on the buyer and supplier side, on domestic and multi-jurisdictional sourcing and supply transactions, and complex business services transactions involving procurement, human resources, finance and accounting and engineering services. Mr. George is a recognized leader in the areas of outsourcing, system design and implementation, licensing, cloud contracting, robotic process automation, Internet of Things and other disruptive technologies. He regularly advises clients on the issues these technologies raise, both domestically and from a global perspective. Mr. George also helps clients manage the complex intellectual property and data rights issues that these technologies raise.

Practice focus

Mr. George advises clients in the areas of cross-border and domestic sourcing and supply transactions, data and technology transfers and licensing transactions.

Representative clients, cases or matters

SaaS Agreements - Represented technology services provider with respect to international structure and drafting of template cloud contracting and storage services agreements.

Cloud Computing - Represented Fortune 50 medical products and pharmaceutical distribution company with respect to template SaaS contracts and playbook for reviewing and negotiating third party service provider contracts for cloud based solutions.

System Procurement and Implementation - Represented chemical company with respect to procurement and implementation of global enterprise resource planning system, including structuring pricing and liquidated damages provisions to align incentives of provider and client.

Digital Platform - Advised global energy company on regulatory compliance, privacy, security and contractual issues related to digital supply chain platform.

Education

Northwestern University School of Law (J.D., cum laude) (1997)

University of Michigan (B.A.) (1992)

Admission

Illinois~United States (1997)


Samuel G. Kramer’s practice focuses on multi-jurisdictional outsourcing, complex technology licensing, commercial contracting, and supply chain agreements and integration. He is frequently involved in outsourcing transactions and large scale IT services projects. Mr. Kramer also focuses on emerging technology services, including mobile virtual network operator (MVNO) transactions. He is the North American coordinator of the Firm’s MVNO practice. Mr. Kramer’s practice focus is on multi-jurisdictional outsourcing, MVNO, complex licensing and commercial contracting, and supply chain integration.

Mr. Kramer is recognized in Chambers Global in the field of outsourcing, and in Chambers USA in the fields of Technology Law and Business Process Outsourcing. He also is recognized in The Legal 500 as a leading lawyer in technology outsourcing. In 2004, he was selected as one of the "40 Illinois Attorneys Under 40 to Watch." Mr. Kramer is an adjunct faculty member at the John Marshall Law School where he has taught Cyberspace Law in the Information Technology LLM Program. He spent nine months in Baker & McKenzie’s Hong Kong office as an associate in the information technology and telecoms group.

PROFESSIONAL ASSOCIATIONS AND MEMBERSHIPS

Licensing Executives Society (LES)
American Bar Association
Chicago Bar Association

ADMISSIONS

U.S. Court of Appeals, Seventh Circuit~United States (1992)
U.S. District Court, Northern District of Illinois~United States (1991)
Illinois~United States (1991)

EDUCATION

Northwestern University School of Law (J.D.) (1991)
University College London (Philosophy) (1988)
Oberlin College (B.A. High Honors) (1986)


William A. Tanenbaum is recognized as one of the Who’s Who Legal “Thought Leaders Global Elite” and is ranked in top tiers by ChambersLegal500Best Lawyers and Who’s Who Legal in technology, outsourcing, IP and data law.  Bill is a shareholder in the 40-lawyer Technology Transactions & Data Privacy Practice at Polsinelli, an AmLaw 100 firm with 850 lawyers in 22 cities.  He is the Practice Co-Chair of the Health Care Technology & Innovation Group, which is the second largest of its kind in the country.  Polsinelli was named as the 2018 Health Care Firm of the Year by US News & World Report, and its Health Care Practice is the largest in the country.  

Bill’s practice includes the Industrial Internet of Things, Body Area Networks, AI, Machine Learning, Natural Language Processing and data analytics, including data generated by networks of sensors and created by machines, as well as technology and IP transactions, and he leads teams that serve as IP counsel and as health care counsel in technology and M&A transactions.  Health Care is an early adopter of IoT and data analytics, and clients call upon Bill to use leading practices from that industry in other industries.  

Bill is a past President of the International Technology Law Association and was previously named as the IT Lawyer of the Year in New York by US News & World Report.  Clients and legal researchers find that “he has expertise in technology transactions that puts him at the very top tier of the market [and] he is a font of knowledge on creating new IT structures,” (Who’s Who Legal) and “that he brings extremely high integrity, a deep intellect, fearlessness and a practical, real-world mindset to every problem,” “provides savvy, zealous representation,” and understands the market and uses his expertise to help [clients] successfully navigate negotiations” (Chambers).  Bill is a graduate of Brown University (Phi Beta Kappa), Cornell Law School and the Bob Bondurant School of High Performance Driving.

 


DAVID M. ROSS is an assistant general counsel with the Intellectual Property and Global Technology Unit of the General Corporate Law Section at MetLife.  David’s responsibilities focus on global strategic IT issues including intercompany platform development and integration, IT security and cybersecurity, IT policies and standards, business and technology process migration, and telecommunications matters.  He also has extensive experience in negotiating complex third-party outsourcing agreements, as well as software licenses, data licenses, and other forms of vendor agreements.

He has been on the faculty of the Practicing Law Institute in prior years, was the founding chair of the Committee on Telecommunications Law of the Association of the Bar of the City of New York and also served as the Association’s Administrative Law Committee chair.

Prior to MetLife, David had various legal positions at Lehman Brothers, Guardian Life, Kramer, Levin and Fried, Frank.

David received his B.A. from the University of Illinois, an M.A. in political philosophy from McGill University in Montreal, Canada, and his J.D. from the NYU School of Law.


Lynn Lugo is a Senior Corporate Attorney with QuintilesIMS, a leading integrated information and technology-enabled healthcare provider with approximately 50,000 employees conducting worldwide operations in more than 100 countries. 

Lynn joined QuintilesIMS in 2010 and is the lead technology transactions Attorney heading up the company’s global technology transactions practice providing support to corporate functions and commercial teams across the globe. She works with executives in support of strategic initiatives involving technology transactions and manages all legal aspects of technology transactions with providers, vendors and strategic partners.

Prior to joining QuintilesIMS, Lynn practiced with several top national law firms including Morgan Lewis and Dewey & LeBoeuf. She received her B.A. in Political, Legal and Economic Analysis from Mills College and a J.D. from the University of California, Berkeley School of Law (Boalt Hall), where she was an Editor for the Berkeley Technology Law Journal.  Lynn is licensed in NJ and FL and is a member of the ABA.

Lynn speaks Spanish, Russian, German and French, and served in the US Army, Military Intelligence Corps.


Pete Sanborn is Senior Counsel at Travelers, where he advises on various outsourcing and technology-related legal issues, as well as structuring and negotiating outsourcing, technology, data/content licensing, marketing and other types of deals.  In addition to traditional outsourcing and technology deals, Pete’s practice includes advising clients on emerging technologies including drones, artificial intelligence, robotic process automation and big data analytics.  Prior to joining Travelers’ Contracts and Technology Legal group, Pete was an attorney in Foley & Lardner’s Technology Transactions and Outsourcing Group, where his practice focused on IT and outsourcing transactions, information and data security practices, national and international privacy issues, mobile computing, and other technology-focused legal issues.  Pete was also an associate at Holland & Knight’s Intellectual Property group, where he handled a mix of information technology-related transactions and patent litigation. Pete graduated with a bachelor’s degree from Tufts University and a J.D. from Suffolk University School of Law.


Gregg is currently the Global Head of Regulatory Relations, Compliance & Legal in Group Sourcing at UBS AG.  Previously, he was the Global Head of Outsourcing Legal, as well as the Americas regional lead for Data Management, Privacy, and IP litigation,  and served as the head of legal for UBS's captive service center in Nashville. Prior to joining UBS, Gregg practiced in the Patent and Litigation groups at Proskauer Rose in NY.  Gregg holds a B.S. in Electrical Engineering and Applied Mathematics from the University of Buffalo, and a J.D. from the George Washington University.  He is admitted to practice in NY and TN, and is registered to practice before the U.S. Patent & Trademark Office.