Information Technology (“IT”) Transactions


Blank Rome’s attorneys have decades of experience assisting clients with information technology and business process transactions ranging from single service matters, such as cloud storage, software as a service, platform, and infrastructure services, to entire enterprise business operation outsourcing for all information technology, financial, and other business functions.

We help businesses evaluate alternatives, define services and functions to be outsourced, select vendors, negotiate contracts, and handle the governance and administration of the relationship. Our clients span a broad array of industries, including healthcare, digital health, life sciences, financial services, FinTech, consumer goods, e-commerce, manufacturing, and automotive. The combined talent and experience of our commercial and technology lawyers enables Blank Rome to anticipate and address the often-complex issues in a technology transaction arrangement to enable clients to reach their technology and operational goals.

Technology and data often go hand in hand, and our attorneys have advised clients on the leading edge of unlocking the value of data as a business asset. We help clients navigate myriad state, federal, and international legislation and contract issues relating to the collection, use, licensing, and sale of aggregate and personally identifiable information, data sharing, supply and license agreements, and related security and privacy issues.

Our attorneys also regularly advise clients in connection with every aspect of operational and legal issues involved in e-commerce and Internet transactions, website and app development, targeted and behavioral advertising, and the collection and use of user-generated content.

How We Can Help

  • Evaluation of Alternatives: Blank Rome’s attorneys work with clients to establish criteria and processes to evaluate the functions and level of service required. We examine business drivers, financial aspects, and the risks and rewards of outsourcing identified functions, and analyze the opportunity to reallocate resources that will allow clients to focus on their core business and anticipate and mitigate common business pain points.
  • RFP/RFI Preparation: Our attorneys assist clients in defining requirements for functions and services, setting expectations with potential vendors on pricing and the unique business needs of our clients, and ensuring vendors understand their obligation to comply with data privacy and security and other regulatory requirements.
  • Selection: We help clients define selection criteria and evaluate the response and capabilities of vendors. We also provide insight from our experience with potential vendors to assist clients in selecting a vendor who will not only meet their pricing and functional requirements, but whose operations are consistent with our clients’ business culture and environment.
  • Negotiation: Our attorneys have negotiated thousands of information technology deals with major technology vendors. We understand the dynamics of technology transactions, and the changes that can occur during negotiations as a result of due diligence, company-specific HR issues, service scope revision, and more. We apply tested, best practice provisions to put our clients in the best position to receive the value of their investment.
  • Service Levels: In addition to negotiating contract terms, conditions, and pricing, Blank Rome has the experience to articulate detailed descriptions of our clients’ services and functions and to define associated service levels and measurement processes to provide valuable incentives for vendor performance and align party interests.
  • Contract Administration and Management Services: Once the agreement is complete and transition to the vendor begins, Blank Rome can assist in administering the contract and managing the transition and ongoing process to improve the probability of success of the relationship.


  • Assisted a leading academic medical center in negotiating extensive enterprise resource planning (“ERP”) system agreements for finance, supply chain, e-procurement, and human resource functions with major service level agreements cloud provisions and implementations.
  • Represented a Fortune 50 e-commerce company in the negotiation of an enterprise-wide framework designed to facilitate and manage risk for the acquisition of potentially tens of millions of dollars of ERP-hosted solutions, software, and related professional services by the company’s diverse ecosystem of subsidiaries.
  • Represented a large national charity organization in the negotiation of a three-million-dollar subscription to remote-hosted ERP solution.
  • Represented a Fortune 100 manufacturer in the structuring and negotiation of enterprise-wide application development services outsourcing with multiple vendors to establish a performance-based vendor marketplace where multiple vendors compete for an enterprise application development budget valued at $400 million.
  • Assisted an investment and wealth management firm in selecting an enterprise investment management platform for its institutional and wealth management businesses and negotiating the resulting contract. The SaaS-based solution provides the client with a single system for risk and scenario analysis, portfolio analytics and construction, order and execution management, post-trade processing, compliance, performance measurement, interbank lending rate, and transaction cost analysis.
  • Represented a regional health care system on restructuring its enterprise-wide IT functions outsourcing relationship with a tier one sourcing supplier.
  • Assisted the negotiation of a full global IT outsourcing initiative by a major university system, including the transfer of all people, processes, software, and equipment to an outsourcing vendor.
  • Structuring outsourcing transactions (some exceeding one billion dollars) to transfer all mainframe, server, desktop, LAN-WAN equipment, application development/maintenance, and all IT personnel supporting such technology to major outsourcing vendors (including offshore) and developing service levels to facilitate optimum performance.
  • Represented a Fortune 100 manufacturer in negotiation of enterprise-wide production support outsourcing relationship valued at more than $70 million.
  • Represented a multinational consumer products client in negotiation of digital marketing services agreements with multiple vendors valued at $75 million.
  • Representing a consumer products company in its acquisition of an ERP system and consulting agreement for implementation of the ERP platform.
  • Advised a major long term and acute care health system in connection with a multimillion-dollar dispute with an industry-leading vendor regarding electronic medical records system.
  • Negotiated license audits with a leading provider of ERP and database applications, saving millions in fees for clients.
  • Represented a technology provider that delivers intuitive platform solutions for self-service data visualization, guided analytics applications, embedded analytics and reporting to customers worldwide in outsourcing agreement for revenue management (subscription renewals) and help desk services.
  • Regularly advise a multinational software and consumer electronics company on licensing and acquisition terms for a variety of third-party products and platforms.