Morrison & Foerster : ITO and Infrastructure

ITO and Infrastructure

These transactions include companies outsourcing their mainframe, desktops and LAN, infrastructure including WAN, midrange servers and helpdesk functions. They involve issues such as offshore delivery models, transferring staff and assets, standardizing applications and hardware, hardware and software refresh and the issues of balancing increased demands for processing power against the declining costs of hardware. In recent years, ITO deals have often involved utility computing models and/or offshore solutions.

Lawyers from our Global Sourcing Group have advised clients on many ITOs in recent years, including:

AIG in connection with outsourced data processing services, infrastructure procurement and support, managed network services, data storage, and disaster recovery services.
Amadeus Global Travel Distribution S.A. in its reservations, inventory and departure control systems integration, development and ASP agreements with various global airlines; most recently advising on a transaction to create a new common IT platform for the Star Alliance group of airlines led by Lufthansa AG and United Air Lines Inc
American Express Europe on its sourcing of Europe-wide managed telecommunications services.
Aspect Communications, Inc. in the sourcing of its information technology services from EDS.
Cable & Wireless on its outsourcing of voice over internet protocol networks to Nortel Networks.
Deutsche Bank on various technology projects, including the outsourcing of its data centre operations in the US and London.
Equant, the global telecommunications provider, on its $6.6 billion strategic alliance and services arrangement with SITA.
Franklin Resources, Inc. in its sourcing of information technology services from IBM.
Fubon Bank in a comprehensive deal to outsource its Hong Kong, Taiwan, and PRC IT operations to EDS.
GlaxoSmithKline on a number of UK and European technology sourcing transactions.
Representing Golden Card Technology Transfer Projects in connection with licensing state-of-the-art software and providing ongoing maintenance and technical support services in a series of transactions with several major Chinese telecommunications companies involved in the Golden Card Project.
Her Majesty's Revenue & Customs on its claim for compensation for problems experienced with the IT system developed by EDS to support the 2003 launch and subsequent operation of the UK's Tax Credits scheme. The claim was successfully settled for an aggregate amount of £71.25 million payable by EDS partly up-front and partly by payments over time.
Her Majesty's Revenue & Customs on the next-generation outsourcing of its technology systems to Capgemini in one of Europe’s largest IT outsourcing projects.
Hitachi on the acquisition of IBM’s worldwide hard disk drive operations and the conclusion of various technology services agreements with IBM.
Huntsman Corporation in its Europe-wide sourcing of desktop technology and services.
IPC Media Europe on a range of technology and sourcing transactions.
Kaiser Permanente in connection with a multi-year, application development and maintenance matter involving Accenture.
Korn Ferry International, Inc. on a number of domestic and international IT and HR outsourcing transactions, including a recent transaction in which Korn Ferry outsourced application development and integration to BearingPoint, Inc.
Lenovo (Singapore) Pte. Ltd., a wholly-owned subsidiary of Lenovo Group Limited, the international technology company, on a US $600 million outsourcing of its worldwide IT services to International Business Machines Corporation (IBM).
Live Nation, a worldwide leading live entertainment company, in a comprehensive outsourcing deal with Verizon Business Services pursuant to which Verizon will provide a fully managed IT infrastructure and applications services.
NYU Hospitals Center in its long-term technology sourcing agreement with IBM.
PwC on numerous technology and sourcing projects, including the outsourcing of help-desk and desk-top provision to Capgemini.
Qwest Communications International, Inc. in its transactions with IBM and Hewlett-Packard for the sourcing of information technology and data management services.
Skandia UK, a leading independent provider of long-term savings solutions, on a $200 million, multiservice, five-year contract with HCL Technologies. Under the terms of the arrangement, Skandia UK will outsource application optimization, including development, maintenance and support (across all platforms) and remote infrastructure management to HCL.
Standard Chartered Bank as the strategic foreign investor in China Bohai Bank, the first entirely new PRC domestic bank to be established in recent years, including providing legal and regulatory advice in respect of the provision of the client’s technology and technical services into the PRC and addressing consequential operational and intellectual property issues.
Standard Chartered Bank on the outsourcing of its global back-office IT systems to Atos Origin, including conducting an extensive due diligence exercise in connection with of some 600 existing contractual relationships and undertaking follow-up work in order to update the relevant documentation with the vendors concerned.
Standard Chartered Bank on a three-year deal to outsource its Japanese IT operations to Fujitsu.
Standard Chartered Bank in connection with the consolidation and outsourcing of its technology helpdesk services to ITApps.
The Superior Court of California for the County of San Diego in its sourcing of comprehensive information technology and voice services from Science Applications International Corporation.
Thomson Financial, Inc. in its sourcing of network management, security, and disaster recovery services (related to Thomson’s provision to its customers of a broker/dealer information platform) from a major telecommunications services provider, and in its sourcing of applications development, maintenance, and support of online broker/dealer services from a major European-based systems integrator.
Trilogy Development Group in its negotiations of a licensing agreement to Huawei Technology, one of the leading telecom equipment manufacturers in China.
Vesper, S.A. in its transaction with EDS for the sourcing of computer networking services and the procurement, operation, and maintenance of telecommunications equipment and services.
A major entertainment company (client name confidential) in connection with a multi-year, application development and maintenance transaction involving an overseas provider.
A Fortune 100 company (company name confidential) in a transaction involving the outsourcing of software development and maintenance to an Indian software developer's Chinese subsidiary.

Case Studies

Amadeus Global Travel Distribution S.A.

Lawyers in our sourcing group advised Amadeus, the leading provider of IT services to the travel industry, in a series of transactions with its airline customers. The transactions involved complex systems development and integration services and long- term data center services.

We advised on the structuring of the transactions, the negotiation process with each airline, the pricing model, the technical schedules such as scope and service levels, the governance structure and related regulatory issues such as data privacy and insolvency.

Hitachi

Our lawyers advised Hitachi on the sale of its disk drive business to IBM and the inter-related hardware and services agreement with IBM and a number of Hitachi affiliates. We advised Hitachi on all aspects of the transaction, including strategy, pricing and implementation. The transaction involved lawyers working from our Tokyo, San Francisco, New York and London offices across a number of disciplines, including sourcing, technology procurement, IP, tax and corporate and demonstrates the unique global project management skills of Morrison & Foerster.