Saul Ewing’s Technology Contracting team provides strategic legal counsel to public, nonprofit and private sector clients navigating technology-related agreements and transactions. We draft, negotiate and review a wide range of contracts, including system procurement, software licensing, software-as-a-service (SaaS) agreements, outsourcing, and cloud computing arrangements. Our clients include both customers and vendors in a variety of industries, including regulated industries such as health care, higher education, insurance and financial services. Whether advising a startup or multinational corporation, we provide tailored solutions that help our clients comply with regulatory standards, mitigate risk, and protect their proprietary technologies.
We provide comprehensive services in the following areas:
- Complex system procurement and implementation arrangements, including hardware, software and services elements and enterprise agreements
- Software, content and data licensing agreements, including development, SaaS, application service provider (ASP), and service level agreements
- Internet and e-commerce agreements, including website development, hosting, colocation and maintenance
- Agreements for network, telecommunication, disaster recovery services and infrastructure
- Information technology services and consulting agreements
- Business process outsourcing agreements
- Contracts relating to the development and licensing of AI systems and products
- Compliance with privacy and security regulations, such as HIPAA, Gramm Leach Bliley, GDPR, CPRA, FTC Red Flags Rules, and state breach notification laws
- Assistance with the development of contract templates, RFPs and responses
Key Contact
Saul Ewing attorneys advised on these select technology contracting matters:
Health Care
- A regional academic medical center in numerous technology and telecommunications acquisitions, including negotiations with major vendors such as McKesson, Eclipsys, GE Healthcare, Epic, Siemens, Hill-Rom, Cerner, AmerisourceBergen, Cardinal Health and Verizon.
- A 210-licensed-bed, not-for-profit community hospital, in its acquisition of multiple electronic medical records (EMR) systems, ancillary software and services from McKesson for both the medical center and related physician practices.
- A chain of nursing homes and assisted living facilities in the licensing and deployment of revenue cycle management systems.
- Major academic medical centers in eight states in development of their state-of-the-art proton therapy centers, including negotiation of contracts for the purchase of over $500 million in equipment and services.
- Health systems in connection with the full outsourcing of key IT functions to CSC, FCG, ACS, and other providers.
- A market-leading health information exchange technology provider in numerous transactions with federal and state government entities, including HHS, CDC, and DOD, statewide hospital associations, subcontractors, and data sources and recipients.
- An 80-physician OB/GYN practice in negotiations with NextGen Healthcare for a new electronic medical record and practice management system across the practice’s 30 offices.
- A non-profit health network in the formation, structuring and implementation of a community-wide, hybrid health information exchange, including providing counsel on compliance with privacy and security laws and protection of certain sensitive categories of information, and drafting required agreements and policies.
- Two prominent children’s hospitals in numerous technology acquisition matters, including negotiations for an enterprise learning management system, infrastructure-as-a-service (IaaS) agreements for storage of genomics data, ERP systems, claims processing systems and drafting of template agreements for IT procurement.
- A global pharmaceutical company in significant technology acquisition agreements with Oracle, SAP, Dell Computer, AT&T and IBM, and preparing a significant new version of the company’s form of master services agreement for information technology projects.
- A global pharmaceutical company in drafting and negotiation of multi-year, multi-million-dollar master services agreements for advertising, digital content creation, competitive intelligence and public relations services, as well as smaller agreements for information technology purchases and software licenses.
Information Technology Vendors
- Numerous software vendors, including a premier provider of BPO management software solutions for the financial services and insurance industries.
- A leading vendor of check clearing and lockbox software and hardware solutions in its negotiations with several national financial institution customers.
- A billing-and-claims-management software vendor in litigation to enforce its license agreement with a state agency and to prevent access by a competitor to the vendor's intellectual property and trade secrets, resulting in withdrawal of the agency's RFP and negotiation of a multi-year, multimillion-dollar contract extension for the client.
- A software vendor/service provider in negotiation of multiple enterprise-wide business process outsourcing (BPO) agreements for transaction processing with financial institutions and major consulting firms.
Higher Education
- A major university and affiliated health system in the negotiation of over 250 information technology agreements and system procurements and related services agreements.
- A prominent state university in numerous technology acquisition, licensing and general procurement matters, including negotiations for its primary offsite data center, licensing of admissions software delivered as SaaS, and licensing of electronic medical record software for its physical therapy clinic.
- A research university in technology matters, including negotiations for collocation space for a backup data center.
Other Industries
- A multi-state unemployment insurance modernization consortium in the RFP and contracting process for development and operation of the participants’ new statewide unemployment claims, tax, and appeals systems, and subsequent amendments and dispute resolution.
- A national tax preparation service company in the negotiation of over 100 information technology agreements, SaaS and cloud computing agreements and related services agreements with Oracle, Amazon, Microsoft, Workday, IBM and others, including systems storing highly sensitive taxpayer information.
- Multiple large institutions in negotiating Microsoft enterprise agreements.
- A regional electric utility in a wide range of contracts for procurement and deployment of advanced metering infrastructure throughout its service territory, and implementation of related control center systems and services to manage data.
- Numerous customers in their migration from on-premises enterprise software to cloud-based systems.
- Institutions in the acquisition and deployment of facility-wide distributed antenna systems, and in the negotiation of other major telecommunications and data services contracts.
- A Fortune 500 company in negotiating, over a three-year period, over 75 technology agreements, including contracts for multi-million-dollar PeopleSoft and Ariba installations.
