Outsourcing remains a global growth industry. New technologies and approaches have transformed the way in which services can be delivered with ever better service quality and lower cost, with robotic process automation (RPA) significantly reducing the numbers of supplier personnel required to deliver such projects, and the application of artificial intelligence tools dramatically improving some of the service outputs and outcomes. Now that the world is facing up to the impact of Covid-19 in terms of pressures on cost bases and the realisation that far more roles than previously understood can be effectively undertaken remotely, we can anticipate that there will be a further step change in the use of outsourcing as a core business strategy.

This book is the fully updated second edition of the key text on outsourcing written by the market-leading global technology and sourcing team at DLA Piper, one of the world's largest law firms. Writing from both a legal and commercial perspective, it considers the complete lifecycle of an outsourcing contract and the variety of legal and contractual issues that can arise in connection with such a project, from the initial genesis of the proposal to outsource all the way through the procurement process and onto post-contract signature contract management. In so doing, it also breaks down the core outsourcing contract into its constituent parts, explains the rationale for the relevant provisions (from both a customer and service provider perspective), and provides guidance as to current market practice, options and trends, including individual nuances relevant to particular jurisdictions.

The second edition also features new coverage of:
•The use of cloud 'backbones';
•New technologies such as RPA/artificial intelligence;
•Digital transformation;
•Data privacy; and
•Outsourcing in heavily regulated sectors.

Whether you are a user of outsourced services, an adviser on outsourcing projects or working with a service provider engaged in the provision of the outsourced services itself, this publication will provide you with an end-to-end guide to the outsourcing contracting process and the detailed terms to be considered and carefully negotiated.

Paul Allen
Partner, DLA Piper
[email protected]

Paul Allen is a partner and global co-chair of DLA Piper’s technology and sourcing practice, as well as head of IP and technology (Middle East). Paul has over 20 years of international legal experience in the technology, media and telecommunications (TMT) sectors, and has been ranked in the top band of TMT lawyers by Chambers Global and Legal 500 for many years. Paul specialises in the delivery of largescale outsourcings, managed services and digital transformation programmes in the TMT, financial services, aviation, healthcare and government sectors. According to Chambers Global (2017), he is described as “absolutely outstanding”. Paul completed his Executive MBA (Dean’s List, Distinction) with INSEAD in 2019, with a particular focus on the digital evolution of business models through the use of new and emerging technologies. He is also a member of DLA Piper’s Radical Change Council.

Kai Bodenstedt
Partner, DLA Piper
[email protected]

Dr Kai Bodenstedt focuses on providing legal advice to international corporate clients on all aspects of employment and labour-related projects and disputes. Kai has particular expertise in advising international companies in dealing with collective labour issues, in particular in relation to works councils (local works councils and European Works Councils). He has gained experience in representing employers at high-profile cases in reconciliation boards to negotiate on consultation obligations towards works councils, and at labour courts in both works council and individual employment lawrelated issues at local and higher labour courts, and at the Federal Labour Court. Kai heads the German employment group of DLA Piper. He is identified as a frequently recommended lawyer by JUVE and competitors/clients describe him in JUVE’s Handbook as: “highly efficient, pragmatic and with in-depth legal knowledge” (JUVE Handbook 2015/16); as “pragmatic and with excellent technical legal skill” (JUVE Handbook 2016/17); and as “being able to find the right balance between legal advice and commercial considerations” (JUVE Handbook 2020/21). Clients have said that “Kai is fantastic – his advice is practical, strategic and extremely helpful. He is a rockstar!”.

Nicholas Boyle
Partner, DLA Piper
[email protected]

Nicholas Boyle has experience in acting for and advising a range of clients on projects involving the digital transformation of businesses, including: outsourcing projects; the procurement, design and implementation of complex IT systems; and data protection and cybersecurity-related matters. He works with organisations based in Australia, as well as organisations entering Australia and other markets in the Asia-Pacific region. Nick has particular expertise in outsourcing projects in the heavily regulated financial services sector.

Kit Burden
Partner, DLA Piper
[email protected]

Kit Burden is a partner in the technology and sourcing group at DLA Piper and is global cochair of their technology sector. He specialises in complex technology transactions and outsourcing in particular, advising both customers and service providers in relation to such projects. He is widely regarded as one of the world’s leading outsourcing advisers, being repeatedly ranked in the top tier of individual lawyers by both Legal 500 and Chambers, and winning various personal awards and accolades within the wider outsourcing industry (including the “Strategic Adviser of the Year” award from the Global Sourcing Association in 2019). He is the chair of the special interest group on outsourcing for the Society for Computers and Law, and is a frequent writer and presenter on outsourcing-related topics.

Jeanne Dauzier
Counsel, IP and technology, DLA Piper
[email protected]

Jeanne Dauzier advises French and international clients on IT, open-source and digital projects. Jeanne notably works on outsourcing (IT, business process, application management), integration and cloud computing projects from the user’s as well as the service provider’s perspective. Jeanne has been sent several times on secondment with multinational companies involved in the technology and sourcing sector. Recently, Jeanne has been involved in two worldwide data centre outsourcing projects for two international manufacturing groups based in France.

Rachel de Souza
Knowledge development manager, DLA Piper
[email protected]

Rachel de Souza specialises in data protection law, advising clients on a wide range of advisory and transactional work, helping organisations to comply with the General Data Protection Regulation regime and on reactive incident response, across a wide range of sectors including life sciences, banking and retail. Rachel also supports the DLA Piper data privacy team as knowledge development manager.

Kristof De Vulder
Country managing partner, Belgium, DLA Piper
[email protected]

Kristof De Vulder heads the DLA Piper Brussels technology team and has over 20 years of experience in the areas of outsourcing, technology contracts, cyber incidents, cloud contracting and complex technology transactions. Kristof typically advises both users and suppliers of technology and outsourcing services in relation to all aspects of the procurement process, the legal issues arising with the implementation of new technologies and response to cyber incidents. He further assists clients during all stages of litigation, including pre-litigation strategies, mediation, arbitration and government courts. His work ordinarily involves him in businesscritical and strategic outsourcing projects all over the world.
Kristof has received international recognition with respect to his work and is first ranked in Chambers Europe’s directory for both IT and outsourcing matters. In Chambers his experience in outsourcing was acclaimed to be “unmatched”. For several years, Kristof has also been recognised in the Legal 500 Hall of Fame, which highlights individuals who have received constant praise by their clients for continued excellence.

Alessandro Ferrari
Partner, DLA Piper
[email protected]

Alessandro Ferrari is a partner in the IP and technology department and is based in the Milan office. Alessandro specialises in IT and commercial transactions, in particular business process outsourcing and cross-border deals. His capabilities include drafting and negotiating business process outsourcing and other IT/IP contracts (particularly in the banking, financial and insurance services industries). He is highly knowledgeable on the financial sector regulations relating to the outsourcing of IT functions.
Alessandro also regularly advises on other commercial contracts (eg, agency and distribution agreements, technology transfer and licence agreements, procurement and manufacturing agreements) as well as on e-commerce, data protection and technologyrelated matters.
He also has experience in IT/IP contentious matters, including urgent proceedings for injunctions, seizures and search/description orders for collection of evidence in cases concerning infringement of patents, trademarks, designs and copyright, including software and databases.

Chloe Forster
Partner, DLA Piper
[email protected]

Chloe Forster is a partner in the technology transactions and strategic sourcing group at DLA Piper, advising on complex and strategic technology and sourcing projects, including outsourcing, offshoring, IT change and digital transformation programmes, as well as the use of artificial intelligence and automation, blockchain and other digital and emerging technologies across multiple industries and geographies.
Chloe’s work regularly involves global, multi-tower and multi-vendor ecosystems, working with clients to structure deals accordingly and to maintain focus on achieving overall deal objectives. Chloe’s work often includes providing advice on multiple aspects of the sourcing process, including developing the contract structure, commercial construct, implementation approach, governance and performance management regimes.
Chloe’s clients include major retail banks, pharmaceutical companies, high street and online retailers, global consumer goods brands, hospitality and airline companies.

Anne Friedman
Of counsel, DLA Piper
[email protected]

Anne Friedman focuses her practice on structuring and negotiating large scale strategic sourcing and technology transactions, concentrating on global and domestic outsourcings in the areas of information technology, software development and maintenance, and business process outsourcing. Her practice also includes drafting and negotiating transition services agreements in connection with M&A transactions, software licensing, integration and implementation transactions, hosting agreements, distribution agreements, related corporate transactions, and handling issues relating to data privacy, data security and intellectual property matters. She is often called upon by multinational companies for the negotiation of complex Internet of Things contracts, big data, artificial intelligence and other disruptive technology transactions as they evolve or develop novel solutions to emerging issues. Anne’s experience spans all phases of a transaction, including the RFP stage, and contract development, execution, implementation and maintenance.

Clare Gregory
Partner, DLA Piper
[email protected]

Clare Gregory has been advising clients on employment law issues for over 20 years. She has acted for a wide range of clients, including major plcs and clients in both the private and public sectors.
One of Clare’s main areas of work is advising clients in relation to outsourcing and the transfer of undertakings (Acquired Rights Directive and TUPE) – whether from bid stage or at contract negotiation stage, and including implementation of the contract terms regarding the affected employees. Clare regularly advises clients on both the customer and supplier side.
Clare has significant experience in managing cross-border outsourcing projects involving employees situated across several jurisdictions and advising clients on multijurisdiction issues.
Clare has particular interest in collective consultation and outsourcing/TUPE issues, and has been involved in advising on a court of appeal case involving the application of TUPE, as well as cases of significant value in both areas.

Filippo Grondona
Trainee lawyer, DLA Piper
[email protected]

Filippo Grondona is a young legal professional working in the IP and technology department of the Milan office. His area of expertise ranges from commercial, IP and data protection law to IT, media and telecommunications law. He provides ongoing assistance to national and foreign clients in the fields of his expertise, as well as giving advice and support on crossborder transactions by drafting and negotiating complex technology-related commercial contracts. Prior to joining DLA Piper, Filippo had the opportunity to work as in-house counsel for one of the biggest technology companies in the world.

Simon Kenyon
Partner, DLA Piper
[email protected]

Simon Kenyon heads up DLA Piper’s UK and international technology disputes practice, which deals with the full spectrum of technology, telecommunications and outsourcing disputes. Working closely with the firm’s leading non-contentious technology and outsourcing team, Simon has specialised in IT, telecommunications and outsourcing disputes for nearly 20 years and has advised private sector and government clients on multimillion pound claims in relation to some of the world’s largest IT contracts through mediation, litigation and arbitration, as well as pre-litigation investigations, risk management and dispute avoidance. Simon frequently advises clients on a prelitigation risk advisory basis, helping them to navigate their way through complex commercial problems. With considerable experience of alternative dispute resolution, Simon has mediated many IT, telecommunications and outsourcing disputes, as well as mainstream commercial disputes. He regularly gives training to clients in the IT and telecommunications sectors on issues that are of central importance to their businesses.

Giacomo Lusardi
Lawyer, DLA Piper
[email protected]

Giacomo Lusardi is a lawyer admitted to the bar in Italy who works as an associate in the IP and technology department of the Milan office. He is mainly experienced in IT and commercial law matters, including outsourcing and licence agreements, as well as in data protection, media/entertainment and IPrelated issues. He regularly assists national and foreign clients in complex cross-border transactions with the drafting and negotiation of commercial contracts, as well as by giving advice in his areas of expertise. He is honorary fellow of Legal Informatics and adjunct professor of Management of Licensing at the University of Milan, and lectures on several post-graduate courses held by universities and training schools. He often authors scientific publications.

Gregory Manter
Partner, DLA Piper
[email protected]

Gregory Manter represents clients in a wide variety of IT and business process outsourcing transactions, as well as IT licensing, cloudbased and commercial contracts. He represents customers in software implementation agreements, including large IT implementation agreements and software-as-a-service solution contracts.

Conor McEneaney
Senior associate, DLA Piper
[email protected]

Conor McEneaney is a senior associate in DLA Piper’s IP and technology group in Dublin and has experience advising on IP, technology transfer and commercial contracts with a particular focus on outsourcing agreements. Conor has significant experience in drafting and negotiating strategic outsourcing agreements across a diverse range of sectors, including agreements in relation to systems integration, managed services, shared services, facilities management, security and the professional financial services sector. Conor has recently completed a six-month secondment to the largest domestic Irish bank’s commercial contracts team. Conor has had a number of journal articles on contract law topics published.

Ross McKean
Partner, DLA Piper
[email protected]

Ross McKean is a partner in the London office of DLA Piper UK LLP and is the chair of the UK data protection practice. Ross is recognised as a leading international data protection and cyber lawyer and advises on information governance and compliance, information security, incident response and related supply chain issues. His clients include organisations across a wide range of sectors including banking, insurance and reinsurance, technology, retail, social media, digital advertising, e-commerce, business-to-business and business-to-consumer software-as-aservice, and life sciences.
Ross regularly advises clients on the creation of domestic, regional and global privacy compliance frameworks, and has headed several global teams of DLA Piper lawyers working on some of the largest global privacy programmes. Ross has advised on numerous cyber and personal data breach mandates for international clients and frequently works alongside leading cyber, forensic and communications advisers on complex cross-border incident response. Ross is an active member of the International Regulatory Strategy Group data protection working party and is ranked as a leading individual in Chambers for data protection.

John McKinlay
Partner, DLA Piper
[email protected]

John McKinlay heads DLA Piper’s UK IP and technology group. John advises clients on drafting and negotiating a wide range of IT and outsourcing contracts, acting for clients in the private and public sector. John is described by Chambers as “an eminent figure in the market, with a stellar reputation for representing major international clients on complex IT projects”. One client comments: “His experience in IT outsourcing is probably second to none in Scotland”, while another says: “He’s got a great breadth of experience because of his background working for clients and suppliers, so he can bring a rounded view to the table”. John is also the convener of the Law Society of Scotland’s Technology and Law Committee.

Duncan Pithouse
Partner, DLA Piper
[email protected]

Duncan Pithouse is a partner in DLA Piper’s technology and sourcing group and leads the UK team. Duncan specialises in technology implementations and outsourcing projects, and works with a number of major banks, insurers and other large corporates across a range of sectors on strategically important and impactful deals. He has a particular focus on the delivery of benefits via technology and outsourcing transactions and the use of emerging technologies such as AI and blockchain. Duncan has extensive experience of advising on the application of financial services regulation to outsourcing and negotiating outsourcing projects in light of those requirements.

Jan Pohle
Partner, DLA Piper
[email protected]

Jan Pohle is a member of the IP and technology group of DLA Piper based in Cologne. He has more than 20 years’ experience in dealing with complex technology-related projects and transactions with regards to strategic digitalisation, data privacy and cyber security matters. His practice is focused on strategic digitalisation and outsourcing projects (IT outsourcing and business process outsourcing) as complex IT procurement and implementation projects, including the comprehensive legal structuring and management of such long-term projects specifically in regulated industries. Jan further advises on international and domestic IT compliance, data privacy and cybersecurity projects and related ongoing support in this area. Finally, he deals with the legal management of (potential) cyber attacks. Jan is visiting lecturer at Humboldt University Berlin and the University of Oldenburg. He is, among other things, co-editor of the benchmark publication Computerrechtshandbuch and author at Taeger/Gabel commentary on the EU General Data Protection Regulation and the German Federal Data Protection Act.

Mark Rasdale
Partner, DLA Piper
[email protected]

Mark Rasdale advises clients across various sectors on strategic sourcing and commercial contracts, technology and IP matters, and data protection compliance. He has particular experience in technology procurement, outsourcing and transformation projects, including strategic legal due diligence and transitional services arrangements in relation to corporate acquisitions, disposals and restructurings.

Sami Rintala
Partner, DLA Piper
[email protected]

Sami Rintala is a partner at DLA Piper in Finland and focuses on ICT and outsourcing matters, as well as IP, privacy and mediarelated assignments.
Sami has a proven track record in advising clients and negotiating complex commercial transactions involving technology and IP rights. He has extensive experience in supporting strategic and global projects within various industries and jurisdictions, including distribution contracts, large-scale IT infrastructure and application development and maintenance outsourcing, cloud computing, and licensing-related matters. In addition to his career as an attorney, Sami has headed the global legal support for Nokia Information Capability Management and Indirect Sourcing functions. During his eight years at Nokia, he gained a keen understanding of business management of global IT and sourcing operations through membership of the leadership teams of the functions under his support.

Jonathan Rofé
Partner, DLA Piper
[email protected]

Jonathan Rofé is the location head of the IP and technology (TMT) practice in France since September 2016. Jonathan is recognised as one of the few leading IT individuals in France and his team is repeatedly ranked in the top tier by both Legal 500, Best Lawyers and Chambers. He is experienced in all aspects of IT law, with a particular focus on outsourcing, cloud and digital transformation and IT projects. He has particular experience in multijurisdictional outsourcing projects (business process outsourcing, IT outsourcing, application management outsourcing) and he leads this practice in the IP and technology department in France. He is currently assisting a leading international bank in a major business process outsourcing of its essential activities in several countries. Jonathan advises clients and service providers on digital transformation, agile development, open source, artificial intelligence and cloud computing legal challenges. He has been involved in drafting and negotiating complex and business-critical IT, technology-driven and outsourcing projects globally. He has unique expertise in big data and the Internet of Things. With his extensive knowledge of the sector, Jonathan assists users as well as suppliers of IT services in drafting and negotiating their contracts.

Vinny Sanchez
Partner, DLA Piper
[email protected]

Vinny Sanchez is the global co-chair of DLA Piper’s technology transactions and strategic sourcing practice and is highly recognised as a leading IT and outsourcing lawyer by The Legal 500 and Chambers. Vinny advises clients in complex technology, strategic sourcing/ outsourcing and commercial transactions including governance, workouts and disputes relating to such transactions. His experience includes advising clients on the outsourcing of key business and technology operations; large-scale global implementation and transformation projects, including the migration of key business processes to cloud-based services; development of strategic sourcing programmes, technology acquisitions and divestitures, data centre/colocation agreements, technology joint ventures, strategic alliances, collaborations, licensing and the distribution and commercialisation of technology and data assets; and navigating the legal and operational risks associated with the digital transformation of the enterprise and the evolution of business models that leverage both technology and data as strategic assets to be optimised and potentially monetised.

Raf Schoefs
Senior lead lawyer, DLA Piper
[email protected]

Raf Schoefs is a senior lead lawyer in the IP and technology team. He practices in all areas of IT and IP law, with a particular focus on technology and outsourcing transactions, and has over 10 years of experience. Raf assists clients in the drafting and negotiation of complex IT and outsourcing agreements. He also advises clients on e-commerce-related topics, such as cloud computing, electronic signatures, intermediary liability, data protection, cookies and consumer protection. He also has extensive experience in a wide range of IP-related matters, and advises clients in relation to all IP rights.
Raf assists IT providers, buyers of IT services and public sector organisations in all types of technology transaction. Moreover he advises public and private sector clients on all kinds of other IT- and IP-related matters. Raf has contributed to several publications relating to TMT law.

Gareth Stokes
Partner, IP and technology group, DLA Piper
[email protected]

Gareth Stokes helps clients to make the most of new technologies. Given the rapid adoption of transformative technologies, it is easy for today’s cutting-edge technology to end up lagging behind the curve within the typical lifespan of most IT services contracts. By building innovation and technology change into the DNA of the deals he works on, Gareth protects his clients from falling behind. Recently, he has focused on a number of transformative technology projects deploying artificial intelligence and machine learning technologies in the life sciences, financial services, insurance and consumer products sectors.

Scott Thiel
Partner, DLA Piper
[email protected]

Scott Thiel is the Asia head of the data privacy, information law, cybersecurity and technology team and specialises in complex IT-focused and information-based projects. He also has a degree in computer science and a background in electronic engineering. Scott has extensive experience in advising clients on information, cybersecurity, data privacy and information law issues across multiple jurisdictions including Hong Kong, China, Singapore, South Korea, Malaysia, Japan, Taiwan and the European Union. Scott has been advising clients on privacy and cybersecurity-related compliance issues and opportunities in relation to recent legislative developments across Asia. Chambers 2020 states: “Scott Thiel is noted for his considerable expertise on data issues, and is often sought out to lead on international technology transactions. A client says: ‘He’s worked in different parts of the region so has a very good strategic vision. He certainly can get granular on data privacy and cybersecurity issues.’”

Joris Willems
Partner, DLA Piper
[email protected]

Joris Willems heads the IP and technology team in the Netherlands and is a global board member at DLA Piper. His practice focuses on the intersection of technological innovation and the law. He advises clients on fast-growing and emerging new fields of technology, including (out)sourcing, cloud, digital transformation, technology licensing, e-commerce and platforms, data monetisation, cybersecurity and the technology aspects of M&A transactions. His practice is often international and cross-border in nature, supporting start-ups to multinationals on their technology-related projects. Joris is predominantly active in the TMT, financial services and platform economy sectors. He is ranked in Chambers Europe and as a Leading Individual in Legal 500: “Joris Willems: very experienced, sharp and pleasant negotiator. With Joris on your side, you will get the best outcome and results. Joris is a long-term hard core IT specialist with an impressive clientele.”