Commercial Contracts & Outsourcing

Commercial contracts and outsourcing arrangements are a mainstay for business entities, large and small.  Although sometimes considered to be "simple," these documents are often the lifeblood of an organization and dictate the relationship between the organization and its customers, vendors, partners, contractors, and, in many cases, the government. This is especially true in the context of a larger M&A and joint venture / strategic alliance transaction, where such documents can determine the success — or failure — of the larger business relationship or transaction. 

We have extensive experience in matters concerning domestic and international commercial contracts across many industries, including financial services, health care, life sciences, biotechnology, software, and aviation. We also deal with transition service arrangements, supply, distribution, manufacturing, group purchasing, and e-commerce agreements, including those related to online use and privacy policies, and public and private sector outsourcing.

We frequently pair with our leading Government Contracts and Health Care groups on specialized contracts. For government contracts, we provide wide-ranging capabilities for agreements relating to defense companies and other government contractors in negotiating, interpreting, amending, and assigning agreements with the U.S. government, state and local governments, prime contractors, and subcontractors. Further, we frequently assist companies in establishing teaming agreements to contract with the government. 

On the health care front, we handle a wide array of agreements related to the business operations of managed care organizations, health insurers, third party administrators, pharmaceutical benefit management companies, health care providers, and other health industry participants, including joint marketing/reciprocal networks agreements; information technology license and services agreements and other intellectual property related agreements; outsourcing arrangements (including business process outsourcing such as claims processing and other services); and contracts involving management and prescription drug formulary rebates.  

We understand that contract provisions can lead to disputes, either because they are unclear as drafted or because the terms operate in unexpected or undesirable ways. To bring maximum benefit to our clients, we often team with our litigators to combine our contract negotiation skills and contract dispute experience, and take advantage of integrated corporate and litigation strategies, to structure or amend contracts that can reduce the likelihood of litigation.