Outsourcing 2015: Sourcing Critical Services

Satisfy Your CLE, CPD and Privacy Requirements! Outsourcing 2015: Sourcing Critical Services NEW TOPICS Outsourcing and the Internet of Things Supply Chain Management Deals Supplier Perspectives on Risk UPDATED Negotiating Cloud Services The State of the 2015 Market Privacy and Data Security Key Contract Terms and Compliance Obligations, September 28-29, 2015, October 29-30, 2015 Boston and Cleveland Groupcast Locations, October 29-30, 2015 Live Webcast, October 29-30, 2015 This is an approved New York transitional program Register Today at www.pli.edu/dhn5 or Call (800) 260-4PLI

Outsourcing 2015: Sourcing Critical Services Why You Should Attend Outsourcing has firmly established itself as a common business practice, and is often standard for new companies. Sourcing agreements raise numerous legal and compliance concerns that counsel are challenged to manage. Whether in the pre-contract negotiation phase or halfway through fulfillment, attorneys on both sides of the agreement must know the risks that might befall them, as well as the available countermeasures. Outsourcing 2015: Sourcing Critical Services is PLI s leading program on all the perennial and cutting-edge legal issues that attorneys in this space encounter. This year s program will offer a review of some of the outsourcing basics, such as the outsourcing life cycle, the components of a Master Services Agreement and contracting for worst case scenarios. Quickly following that, the program will move onto current and forecasted issues, such as the current state of negotiating for cloud services, outsourcing s relationship with the growing Internet of things movement and current risk concerns from the supplier s point of view. Regardless of whether your practice is just beginning to include outsourcing agreements, or this is your primary focus, the program will deliver useful and practical insights that all attendees should find helpful. What You Will Learn NEW TOPICS Outsourcing and the Internet of Things Supply Chain Management Deals Supplier Perspectives on Risk UPDATED Negotiating Cloud Services the state of the 2015 market Intellectual Property Issues in Sourcing Agreements rep and warranties, preserving IP and trade secrets Privacy and Data Security key contract terms and compliance obligations Pricing and Financial Structures modeling different pricing schemes and common mistakes to avoid Special Feature Earn up to one hour of Ethics credit! Who Should Attend Attorneys and compliance professionals involved with sourcing agreements will find this program timely and relevant. Register Today at www.pli.edu/dhn5 or Call (800) 260-4PLI

FACULTY Co-Chairs George Kimball Hewlett-Packard Company Los Angeles Michael S. Mensik Baker & McKenzie LLP Brad L. Peterson Mayer Brown LLP Linda Barrios Senior Counsel Global Digital, Information Technology & Governance McDonald s Corporation David Chameli Vice President, General Counsel Heritage-Crystal Clean, LLC Elgin, Illinois Fayiaz Chaudhri Senior Principal Counsel - Head of Legal (Commercial) Americas Infosys Limited Palo Alto Gabriela Franco Cleveland Vice President Senior Corporate Counsel Jones Lang LaSalle John F. Delaney Morrison & Foerster LLP Rebecca S. Eisner Mayer Brown LLP Peter R. George Baker & McKenzie LLP Marcelo Halpern Perkins Coie LLP Vivian L. Hanson Morrison & Foerster LLP Mark W. Heaphy Wiggin & Dana LLP New Haven, Connecticut Elizabeth M. Kelley Vice President and Associate General Counsel Hewlett-Packard Company Arlington, Virginia Jon Lightman Life Sciences Practice Lead Director ISG Stamford, Connecticut Robert Malone Managing Director Associate General Counsel, Contracting, North America Accenture Timothy J. Miller Novack and Macey LLP William A. Tanenbaum Kaye Scholer LLP, Groupcast Locations and Live Webcast Co-Chairs John F. Delaney Morrison & Foerster LLP William A. Tanenbaum Kaye Scholer LLP Michael J. Cammarota Managing Director Associate General Counsel, Contracting, North America Accenture LLP Hartford, Connecticut David Chameli Vice President, General Counsel Heritage-Crystal Clean, LLC Elgin, Illinois Fayiaz Chaudhri Senior Principal Counsel Head of Legal (Commercial) Americas Infosys Limited Palo Alto Rebecca S. Eisner Mayer Brown LLP Peter R. George Baker & McKenzie LLP Gregg I. Goldman Executive Director Global Outsourcing Lead IT, Contracting & Shared Services Legal UBS Weehawken, New Jersey Marcelo Halpern Perkins Coie LLP Vivian L. Hanson Morrison & Foerster LLP Mark W. Heaphy Wiggin & Dana LLP New Haven, Connecticut George Kimball Hewlett-Packard Company Los Angeles Jon Lightman Life Sciences Practice Lead Director ISG Stamford, Connecticut Lynn Lugo Senior Corporate Attorney IMS Health Parsippany, New Jersey Michael S. Mensik Baker & McKenzie LLP Brad L. Peterson Mayer Brown LLP David Rabinowitz Moses & Singer LLP David M. Ross Assistant General Counsel IP and Global Technology Unit MetLife Program Attorney: Kenneth D. Min

PROGRAM SCHEDULE Day One: 9:00 a.m. 5:00 p.m. Morning Session: 9:00 a.m. 12:30 p.m. 9:00 Introduction CHI: George Kimball, Michael S. Mensik, Brad L. Peterson NYC, BOS, CLE & WEB: John F. Delaney, William A. Tanenbaum 9:15 The Outsourcing Process Key trends driving change in outsourcing How the outsourcing life cycle is adapting Contracting for outcomes, analytics, autonomics, and innovation Effective and efficient legal support for the outsourcing process CHI, NYC, BOS, CLE & WEB: Brad L. Peterson 10:15 Anatomy of a Master Services Agreement Sweep clauses, change management and other key mechanisms Creative compromises regarding contentious contractual provisions Structuring and drafting tips Common mistakes to be avoided CHI, NYC, BOS, CLE & WEB: John F. Delaney 11:15 Networking Break 11:30 Intellectual Property Issues Patents, copyrights and trade secrets what is relevant to outsourcing and why Updating IP representations and warranties Handling joint improvements Preserving pre-existing IP rights CHI, NYC, BOS, CLE & WEB: William A. Tanenbaum Afternoon Session: 1:45 p.m. 5:00 p.m. 1:45 Privacy and Data Security Key privacy and security issues (U.S. and EU) Contract terms that need to be included to protect enterprise interests Negotiating strategies with third-party service providers, including cloud providers Allocating compliance obligations and liability for regulatory requirements CHI, NYC, BOS, CLE & WEB: Rebecca S. Eisner 2:45 Pricing and Financial Structures Understanding different pricing models How to choose the right financial structure for your deal objectives Key pricing terms Common pricing mistakes to avoid CHI, NYC, BOS, CLE & WEB: Vivian L. Hanson, Jon Lightman 3:45 Networking Break 4:00 Contracting for Worst Case Contingencies and Liabilities Liability limits how much is enough? Exclusions and exceptions Indemnities nobler to give than to receive? Special risks security incidents, privacy and compliance Slicing, dicing and other market trends CHI, NYC, BOS, CLE & WEB: Marcelo Halpern, George Kimball 5:00 Adjourn 12:30 Lunch

Please plan to arrive with enough time to register before the conference begins. A networking breakfast will be available upon your arrival. Day Two: 9:00 a.m. 4:30 p.m. Morning Session: 9:00 a.m. 12:15 p.m. 9:00 Negotiating for Cloud Services 2015 Baker & McKenzie survey results Evolving role of cloud services in the extended enterprise Impact on deal structure and key terms Impact on role of in-house counsel CHI: Linda Barrios, Elizabeth M. Kelley, Michael S. Mensik NYC, BOS, CLE & WEB: Gregg I. Goldman, Lynn Lugo, Michael S. Mensik 10:00 Case Study: Managing Compliance Risk in Multi-Country Sourcing Setting the stage: sourcing for the extended enterprise Key global compliance risks Processes and tools for identifying, mitigating and allocating global compliance risks Common deal structures and evolving best practices for multi-country sourcing Ongoing compliance risk management CHI: Gabriela Franco Cleveland, Peter R. George NYC, BOS, CLE & WEB: Peter R. George, David M. Ross 11:00 Networking Break 11:15 The Internet of Things ( IoT ) and the New Role for Outsourcing Outsourcing has traditionally focused on back office functions and improving internal operations Next generation outsourcing will focus on front office and customer-facing operations and developing new retail products and services Enterprise data and Big Data analytics processed through outsourcing will enable companies to design the products Information provided by the Internet of Things and machine learning New outsource vendors will be involved in this type of outsourcing Outsourcing contracts will change as a result The role of the Chief Data Officer in outsourcing RFPs and contracting CHI, NYC, BOS, CLE & WEB: William A. Tanenbaum Afternoon Session: 1:15 p.m. 4:30 p.m. 1:15 Supply Chain Management Deals The contractual landscape: supply agreements, manufacturing agreements, warehousing and transportation (logistics) agreements, distribution agreements How supply chain management deals differ from other sourcing transactions Liability for loss or damage to products FCPA/anti-corruption laws, export control, transportation of dangerous goods and other key issues CHI, NYC, BOS, CLE & WEB: David Chameli 2:15 Networking Break 2:30 Supplier Perspectives on Risk Qualifying opportunities, overseeing pursuits Process disciplines that manage risks Varieties of risk operational, financial, contractual, compliance Questions suppliers should ask Warning signs Best (and worst) practices CHI: Fayiaz Chaudhri, Mark W. Heaphy, Robert Malone NYC, BOS, CLE & WEB: Michael J. Cammarota, Fayiaz Chaudhri, Mark W. Heaphy 3:30 Ethics Issues in Negotiating Sourcing Deals Zealous representation within the bounds of the law (NYC only) Puffery vs. false statements: where is the line drawn? Limits on communications with adverse parties Cross-border and multijurisdictional negotiations Other ethical issues (CHI only) CHI: Timothy J. Miller NYC, BOS, CLE & WEB: David Rabinowitz 4:30 Adjourn 12:15 Lunch

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