Managing Risks of Outsourcing Business Operations: Key Issues for Corporate Counsel

Navigating Confidentiality, IP, Trade Secrets, Noncompete, Data Protection, Employment, Insurance, and Regulatory Concerns

A live 90-minute CLE webinar with interactive Q&A

Thursday, July 27, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, June 30, 2017

This CLE webinar will address the contractual and operational issues counsel must consider when advising corporate clients on outsourcing arrangements. The panel discussion will include protection of trade secrets and IP rights, employment issues, noncompete concerns, data protection, insurance, compliance with U.S. and foreign laws, and more.


Outsourcing of various business operations for services — such as IT, logistics, human resource; sales and marketing, procurement, customer call centers, and finance and accounting — continues to expand across many industries. The recognized benefits include increased efficiency, reduced costs, and the ability to gain access to new capabilities.

But, outsourcing presents a number of legal challenges for the customer company. Those include securing commitments to obtain the required services and at a reasonably firm price, maintaining control and flexibility, protection of IP rights and confidentiality, compliance with laws, limiting competition for employees, protecting data privacy and security, and exiting with reasonable cost and risk when needed, and mitigating political and regulatory risk.

Corporate counsel must work with sourcing, operational, technical and financial teams to prepare the initial RFP, the contract and scope of work, and any other documentation relating to the outsourcing venture, and to amend those documents as necessary to incorporate changes in the services and personnel provided. Internal governance and risk management procedures must also be adjusted to contemplate the activities of the service provider.

Listen as our authoritative panel discusses the complex operational issues and potential risks associated with outsourcing. The panel will also discuss best practices for bidding and documenting outsourcing agreements, and for exiting and transitioning services in the event of termination.


  1. Key legal issues with outsourcing
    1. Data protection—with regard to customers, employees, contractors
    2. Trade secrets; confidentiality
    3. IP ownership/rights—existing and developed in the course of the relationship
    4. Employment issues
    5. Noncompete issues with regard to customer relationships and hiring
    6. Termination by either party—process for unwinding
    7. Compliance with Sarbanes Oxley, HIPAA, other U.S .regulations
    8. Political climate and compliance with foreign laws (if applicable)
  2. Liability and insurance
  3. Documentation
    1. Request for proposal (RFP)
    2. Outsourcing contract
    3. Statement of work
  4. Operational issues after contract


The panel will review these and other key issues:

  • How can a company best protect its trade secrets and intellectual property in the outsourcing relationship?
  • What activities are addressed in a noncompete agreement and what is an appropriate term?
  • What are some of the foreign and domestic compliance issues that are typically encountered with outsourcing arrangements?
  • How should an outsourcing contract address transition of services upon termination?


Matthew A. Karlyn, Partner
Foley & Lardner, Boston

Mr. Karlyn has extensive experience with transactions relating to outsourcing and information technology, including IT outsourcing, business process outsourcing, application development, data center leasing, development and managed services, technology licensing, cloud computing transactions, systems integration, privacy, security and information management issues, co-location and software development.

Brad L. Peterson, Partner
Mayer Brown, Chicago

Mr. Peterson has represented customers in dozens of large outsourcing agreements with, cumulatively, over $10 billion in contract value. He has represented clients in all major types of outsourcing transactions and has negotiated opposite all of the first-tier and most of the second-tier providers. Mr. Peterson is a frequent speaker and writer on outsourcing topics.

Live Webinar

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This webinar is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

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June 30, 2017
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Customer Reviews

Excellent topics, discussed very well.

McClure King

Dearborn National

I appreciated the discussion about the often complex aspects of giving legal opinions in the LLC context.

David Longenecker

Stites & Harbison

Strafford's program had excellent instructors, a clear format, and good materials.

Douglas Van Valkenburg

Day Pitney

The webinar was very straightforward.

Michael Kossow


The program provided good info apparently based on solid experience.

Edward. J. Dunham, Jr.

Kleinbard Bell & Brecker

or call 1-800-926-7926

Corporate Law Advisory Board

Stuart M. Altman

Director, Corporate Legal Investigations


Mark H. Hain

General Counsel

Assurance America

Michael Hermsen


Mayer Brown

Matthew A. Karlyn


Foley & Lardner

Michael J. Missal

Inspector General

Department of Veterans Affairs

G. Thomas Stromberg


Jenner & Block

or call 1-800-926-7926

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