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Represent a global 100 pharmaceutical and consumer healthcare company in connection with US aspects of its global commercial contracting optimization effort. The year-plus project involves over 150 form agreements covering direct and indirect procurement of all types and includes development of uniform structures and templates, a preferred clause library and robust playbooks.
- Represent a large consumer products manufacturer in commercial contracting and sourcing matters, including drafting and negotiating commercial contracts relating to direct materials, procurement, purchase, supply chain and logistics agreements.
- Serve as general outside corporate counsel to a Fortune 150 company and in that capacity, among other legal services, provide a full range of commercial and contract legal support to the company and its affiliates, including manufacturing, marketing, sales, distribution, direct supply and contract manufacturing issues. We also negotiate and draft services, purchasing and consulting agreements for those entities’ manufacturing, research and development, marketing, operations, procurement, human resources and corporate affairs departments.
- Represented a variety of clients in sports sponsorship and relationship matters, including arrangements involving the National Association for Stock Car Auto Racing, Inc. (NASCAR®); the Indy Racing League, LLC (IRL); the Grand American Road Racing Association, LLC (Grand-Am); Professional Bull Riders, Inc. (PBR); professional tennis; and soccer.
- Represented a Fortune 50 pharmaceutical and medical technology company in drafting and negotiating numerous agreements, including product licensing and co-promotion agreements, manufacturing and distribution agreements, rebate agreements and confidentiality agreements. Drafted and negotiated agreements related to clinical trials, including clinical research agreements, investigator-initiated trial agreements, observational study agreements, consulting agreements, data analysis agreements, lab services agreements, indemnification agreements, general services agreements, informed consent documents and confidentiality agreements.
- Represented various manufacturers in the negotiation and documentation of their supply chain and manufacturing agreements.
- Represented Fortune 500® electric and gas utility in the development of a master form set to be used by the client’s procurement group for entering into sourcing agreements. The form set included a confidentiality agreement, master services agreement, service level agreement, contract review checklist and personnel transition provisions.
- Represent regional hospital in the negotiation of various technology, procurement and data management agreements, including group purchasing arrangements, identity credentialing system, corporate card agreements, data access and analysis agreements and the structuring and negotiation of its health information exchange.
- Represented global food retailer in the negotiation of an enterprise-wide cloud computing agreement involving multiple countries and complex data privacy, e-discovery and other issues.
- Represented a large U.S. consumer products company in all areas of marketing, including program planning, development and execution. Provided counsel on event marketing and sponsorship programs, brand advertising and marketing initiatives, public relations, customer service, database services, telemarketing, market research, training and execution. Reviewed marketing materials, art development, displays and advertising materials for content and to ensure compliance with all regulatory and internal guidelines.
- Represented a leading independent specialty pharmaceutical company in the negotiation of a media services agreement, statements of work and talent agreements in connection with the production of direct response television commercials and related media placements.
Commercial Contracting and Contract Lifecycle Management
Hunton Andrews Kurth LLP provides the full range of commercial contracting and sourcing support associated with the procurement function of clients in a range of industries, including consumer products and services, big box retail, manufacturing, financial services, insurance, health care, life sciences, energy, technology and media, among others. Our clients range from smaller businesses to Fortune 50 companies.
Our attorneys also have designed and executed programs to improve efficiencies relating to general contracting by designing and implementing programs to automate the contract review process and eliminate unnecessary in-house or outside counsel legal review.
Customized Level of Sourcing Support
Our attorneys provide a level of sourcing support customized to our clients’ needs. We frequently assist in the negotiation and preparation of a wide range of contracts with various vendors on an as-needed basis. We also provide expanded services, including assisting clients in developing standardized agreements, developing training materials customized to our clients’ strategies and corporate goals, and providing in-person and online training for client sourcing and procurement personnel.
Our sourcing support practice is able to draw on the breadth of experience of our global network of lawyers for certain more focused matters that may arise in sourcing and procurement contracts, such as privacy, data protection, tax, employment, benefits, SEC disclosure and export issues.
Our depth of experience in this area allows us to deliver our services effectively and efficiently. Our senior lawyers have constructed streamlined contract review and negotiation processes for many clients, supervising more junior lawyers who have exceptional transactional experience. Our extensive library of forms and “best practices” allows our service teams to quickly address issues without reinventing the wheel. We offer a variety of project management and reporting tools, including customized online “workrooms,” to assist our clients in managing workflows. We have developed effective, ongoing reporting methods that allow in-house personnel to assess the status of projects for which we have been engaged. Finally, we understand outsourced procurement processes and can work effectively with clients and their vendors to implement third-party sourcing solutions and quickly achieve savings goals.
Full Life-Cycle Sourcing Support Services
Our team supports the full life cycle of contracting operations, from forms development, contract counseling and negotiation, training, vendor management and dispute resolution.
- Standardized Agreements. Standardized agreements that we have assisted clients in developing include forms for requests for information and requests for proposals, master services agreements, system implementation agreements, consulting services, reseller agreements, form statements of work, software license and support agreements, service level agreements, software as a service (cloud computing) agreements, materials purchasing agreements, consumer research agreements, marketing services agreements, confidentiality agreements, other commercial agreements, purchase orders, and terms and conditions for product sales and services. We also advise on related electronic commerce issues, such as digital signatures and electronic data interchange arrangements.
- Contract Counseling. We provide day-to-day contract counseling on a variety of contract-related questions, ranging from general issues of procurement policy and practice to intricate problems of project development, management and finance. We provide counseling with respect to UCC matters and issues such as warranties, indemnities, confidentiality, intellectual property and electronic commerce. This counseling includes advice regarding the legal implications of the business terms contemplated by the client in various transactions.
- Training. We have produced training materials and provided in-person training to clients’ sourcing and procurement personnel on topics including corporate affairs, marketing agreements, music, sports, reality TV and other event sponsorship arrangements, purchasing agreements, consumer research agreements, supply chain agreements, software licensing and software maintenance and support agreements, and master services agreements.
- Vendor Management. We understand that arriving at an appropriate contract is only the beginning of the vendor relationship. Vendors often deploy sophisticated contract management teams to take full advantage of contract terms. To balance these teams, we assist our clients in structuring governance regimes and vendor/contract management programs, as well as counseling on the day-to-day management of individual agreements.
- Dispute Resolution. We assist our clients in dispute resolution, focusing on negotiated dispute resolution without resort to litigation whenever possible. Where litigation is unavoidable, we provide subject matter support to our litigation teams as appropriate to the situation.
Contract Negotiation and Preparation
In addition to contract counseling support, we also assist clients in complex contract negotiations, often taking on the lead role. Our role often entails reviewing and/or drafting relevant documents, issue-spotting, working with our clients’ relevant business, technical and legal contacts to address issues, managing communications with the vendors, leading in-person or telephone negotiations, providing document management support (including reviewing vendor drafts, revising documents and maintaining version control). We have assisted in the negotiation of a wide range of commercial contracting agreements, including technology procurement and licensing, system implementation agreements, data access and management agreements (including cloud computing and health information exchange agreements), and marketing and sponsorship agreements.
- Manufacturing, Logistics and Supply Chain. We provide the full range of commercial and contract support associated with manufacturing, logistics, supply chain, and sales and distributions functions, including the procurement of raw materials, manufacturing and conversion, storage of finished products, domestic and international supply, distribution and sales representations. This includes the strategic procurement of raw materials, OEM agreements, manufacturing and processing (tolling) agreements, warehouse services, freight forwarding and transportation agreements, distributorship, sales and other market penetration arrangements. We prepare and handle equipment procurement, maintenance and services agreements, and equipment leasing agreements. We have negotiated and documented numerous contract manufacturing arrangements and relationships that consolidate manufacturing and service functions in the United States, Europe and Latin America.
- Marketing. We negotiate and prepare marketing and advertising agreements, including agency, creative development, packaging and electronic commerce agreements. We have extensive experience in sponsorship of automobile racing, collegiate and professional football and other sporting events, as well as concerts and other special events.
- Research and Development. We prepare and assist with the implementation of research and development cost-sharing agreements, joint development agreements and research services agreements. We regularly prepare confidentiality and nondisclosure agreements. We work closely with our intellectual property practice group to develop intellectual property strategies with our clients and obtain appropriate patent, copyright and trade secret protections.
- Technology. We negotiate and prepare technology procurement and licensing arrangements, technology support and maintenance agreements, software as a service (cloud computing) agreements, systems integration agreements and consulting and development agreements. We have substantial international licensing experience, including in Latin America, Europe and Asia.
- Services. We negotiate and prepare agreements for a wide range of services, including telecom services, call center services, computer equipment leasing, overnight delivery services and administrative support services, among others. Our global technology and outsourcing practice group is one of the leading business process and information technology outsourcing legal practices in the world and routinely supports large-scale outsourcing arrangements in multiple service destinations, including India, the Philippines, China, Canada, Eastern Europe, Latin America and others.
- Construction. We prepare contracts for engineering, design, design/build, construction management, capital equipment purchases, and environmental and geotechnical services. We recently assisted one of our clients in the modernization and consolidation of its manufacturing facilities and the construction of a $300 million research and technology center.