Practice Areas: Supply Chain Management

Successful supply chain management is having the right things in the right places at the right times. We approach supply chain services by working closely with and supporting each client’s line of business, contract administrators and in-house attorneys. This methodology provides comprehensive coverage for each client; bench strength for multiple, concurrent matters; and flexible staffing to meet experience, time and budgetary needs. Our approach is to negotiate in a manner consistent with the overall strategic goals of the stakeholder groups.

Our supply chain team works with in-house legal counsel, supply chain management, and the ultimate line of business client in a variety of industries, including financial services, healthcare, retail, cable, food and beverage, telecommunications, transportation and energy. Our team provides advice in many areas, including tax; finance; insurance and risk management; employee health and safety; real estate and land use; environmental and litigation; as well as IT business practices, such as intellectual property, licensing, regulatory and litigation.

Representative Experience

• Routinely represent the cable, high-speed online, and digital phone providers in negotiating and drafting complex commercial contracts, functioning as an extension of the client’s in-house legal department.
• Representation of a large supermarket chain in negotiations with vendor and institutional customer contracts with software and technology infrastructure providers, pharmaceutical cooperatives, product suppliers and financial services providers; and drafting hedging and swap contracts to maintain stability in raw materials pricing and supply.
• Represented one of the world’s largest online bill pay providers in negotiation of a complex multiyear relationship with the manager of its bill pay platform.
• Regularly assist wireless telecommunications providers with negotiation of master service agreements and statements of work, litigation management, assisting with product launches, counseling on compliance with PCI data security standards, and assisting with payment processing issues and accounts receivable collections management.
• Representation of a $3 billion supply chain management logistics company in negotiation of master service agreements for supply chain and asset management services valued at more than $400 million, as well as other complex business process outsourcings, joint ventures, strategic alliances and service agreements.

Project Life Cycle

Process Planning – The supply chain team begins each engagement by focusing on the overall goal of the client’s project. We collaborate with the client to understand the parameters and objectives of the relationship, then focus on logistics and specifics consistent with the client’s needs.

Contract Terms Development – We work with the client’s technical and procurement specialists on business components, such as service and scope descriptions, and service level requirements.

Negotiation – Negotiation strategy is structured to advance the business relationship between the contracting parties. We understand that when the negotiation is finished, the client’s relationship with the counterparty begins.

Contract Signature & Follow-Up – We work with the project team to provide legal input on the final contract document. We are also available during the course of the contractual relationship if any issues arise.

Technology

Technology is the cornerstone of successful supply chain management. We assist clients in the full range of planning and related activities for higher risk project elements, such as outsourcing or implementation services engagements. We also help clients focus resources on key economic issues for lower profile activities like routine software licensing.

We help clients draft and revise corporate forms and internal technology policies relating to visibility, risk management, resilience, and the implementation of supply chain management technologies. We also counsel clients on tax minimization, environmental compliance and navigating government regulations.

Our team has experience with a wide range of technology contracts and agreements, from vendors’ and purchasers’ perspectives, including:

• License (including those related to patent, source code and open source)
• Escrow
• Maintenance & Support
• Outsourcing Transactions
• Hosting
• Professional Services
• Master (may include purchasing hardware, embedded software, services or a combination)
• Disposition of Technology Equipment & Materials
• Co-branding
• Joint Development
• Clickwrap/Shrinkwrap
• End-user or Customer
• Website Development
• Data Privacy, Security & Retention

In addition, we draft commercial agreements that address the following topics and relationships:

• Master Supply & Manufacturing
• Office Equipment Manufacturing
• Value-added Resellers
• Master Marketing
• Sponsorships
• Equipment Disposition
• Collocation
• National Teleworkers
• Dedicated Access
• Metro-ethernet
• Independent Sales Contractors
• Confidentiality & Nondisclosure
• Asset Purchase, Sale or Lending (outside the typical asset transaction)

Representative Services

• Preparing and responding to complex requests for proposals and other solicitations for work.
• Negotiating and managing contractual relationships with key partners, whether in bilateral settings or multiparty “co-op” contexts.
• Establishing master standard terms and conditions for critical channel partners.
• Counseling supply chain organizations.
• Outsourcing and in-sourcing key operational functions.
• Procuring and implementing enterprise-wide software.
• Fostering intra-company communications among supply chain, in-house legal, and line of business groups.
• Assessing, managing and mitigating risks inherent in contractual relationships.
• Identifying critical assets and leveraging them through contract enhancement.
• Mediation and other alternative dispute resolution.
• Assessing strategic build/buy and lease/buy options.