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Outsourcing 2014: Sourcing Critical Services

Chicago, September 29-30, 2014

New York City, October 27-28, 2014

Boston, Philadelphia, Pittsburgh and Mechanicsburg Groupcast Locations,

October 27-28, 2014

Live Webcast, October 27-28, 2014 — www.pli.edu

This is an approved New York transitional program

• Learn how to effectively and efficiently resolve key contract and

governance issues

• Develop negotiating strategies that best address privacy and

data security issues

• Learn how to choose the right financial structure for your

deal objectives

• Get tips for navigating risk allocation that can be

implemented immediately

• Review the latest employment law considerations, including

hot issues in H-1B visas

• Understand the evolving role of cloud services in the

extended enterprise

• Effectively manage compliance risk in multi-country sourcing

Satisfy Your CLE, CPE, CPD and Privacy Requirements!

EarnOne Hour ofEthics Credit

Authoritative, current coverage of key strategies and

developments in all areas of outsourcing!

Register Today at www.pli.edu/AHX4 or Call (800) 260-4PLI

Why You Should Attend – PLI’s Outsourcing 2014 is a “must” for everylawyer with business clients engaged in outsourcing transactions!Outsourcing brings new opportunities and new risks for companies sourcing or providing critical services such asinformation technology, finance and accounting, human resources, facilities management, analytics and other criticalnon-core functions.

And there are newer and better approaches to negotiating agreements for critical services and achieving compliancein an increasingly complex ecosystem – even in multisourced and multijurisdictional transactions.

If you advise clients on sourcing transactions, you need to put Outsourcing 2014 on your calendar! This two-dayconference provides vital guidance from legal and business experts in key areas of today’s sourcing deals.

• Learn about changes in technology and the economic environment as well as the resulting new business drivers –and new legal risks that must be addressed

• Discover how best to reevaluate and revise RFPs and agreements

• Learn to negotiate considerations for increasingly complex sourcing transactions

• Get best practices in outsourcing and sourcing

• Find out about the newest challenges that are raised by the convergence of sourcing with cloud computing

• Obtain the latest coverage of how the regulatory landscape complicates privacy and data security compliance

• Learn how best to manage and maximize value in mission-critical multisourced and multijurisdictional transactions

• Current guidance on new approaches to IP issues, contract terms and deal structures

What You Will Learn – get intelligence in outsourcing deals, including:• The best ways to add value in every phase of the outsourcing life cycle, including how to maximize value in multi-country sourcing

• Techniques for complying with privacy and data security regulations, and addressing the issues that may arise out of cloud computing

• Unique insights from the supplier and customer sides; understand their competing perspectives and the challenges they face

• How to effectively review key provisions of a master services agreement

• Anticipating offensive and defensive IP strategies, and how to avoid traps and unanticipated results from new technology

Special Features• “Better, faster, cheaper deals” panel – where and how to focus legal resources

• Ethics issues in negotiating sourcing deals (earn 1 hour of Ethics credit)

Who Should AttendThis seminar is designed for attorneys who are involved in outsourcing arrangements; corporate, technology,intellectual property, employment, regulatory, tax, financial, and insurance lawyers; and business professionals.

Corporate Political Activities 2014:Complying with Campaign Finance,Lobbying and Ethics Law

Outsourcing 2014: Sourcing Critical Services

“Great seminar! All the speakers were highly talented,spoke well and provided very practical, ‘real world’examples and suggestions. Best seminar I have been tothis year.”

– Daniel Feuerstein, Budd Larner PC

“Very informative to me working even in a run andmaintain contracts role for a service provider.”

– 2013 Attendee

“Lots of timely information.” – Lisa A. May, Xerox Business Services, LLC

“Great program this year. Thanks.” – John Pascuzzi, BlackBerry

Register Today at www.pli.edu/AHX4 or Call (800) 260-4PLI

What Past Attendees Have Said

George KimballHewlett-Packard

CompanyLos Angeles

Michael S. MensikBaker & McKenzie LLPChicago

Brad L. PetersonMayer Brown LLPChicago

Co-Chairs:

Program Attorney: Tamara C. Kiwi

John J. Bourke Associate General CounselAon Corporation Chicago

Gabriela FrancoClevelandVice President – Senior

Corporate Counsel Jones Lang LaSalleChicago

John F. DelaneyMorrison & Foerster LLPNew York City

Rebecca S. Eisner Mayer Brown LLPChicago

André Frieden Assistant General Counsel

for Technology and IPWolters Kluwer Riverwoods, Illinois

Peter R. George Baker & McKenzie LLPChicago

Marcelo Halpern Perkins Coie LLPChicago

Vivian L. HansonMorrison & Foerster LLPNew York City

Elizabeth M. KelleyVice President and

Associate GeneralCounsel

Hewlett-Packard CompanyHerndon, Virginia

Sarah M. Konsky Sidley Austin LLP Chicago

Lynn LugoSenior Corporate Attorney IMS HealthParsippany, New Jersey

Richard MaroneyManaging PartnerThinkSolutions, Inc.Hillsborough, New Jersey

Timothy J. MillerNovack and Macey LLP Chicago

Barbra J. Moran Senior Corporate Counsel Caterpillar Inc. Peoria, Illinois

Beth L. PollardCorporate CounselAllstate Insurance CompanyNorthbrook, Illinois

Susan H. Rider Vice President & Deputy

General Counsel –Labor, Employment &Employee Benefits

Exelon CorporationChicago

William A. TanenbaumKaye Scholer LLPNew York City

FACULTYChicago

John F. DelaneyMorrison & Foerster LLPNew York City

William A. TanenbaumKaye Scholer LLPNew York City

Co-Chairs:

Michael J. Cammarota Managing Director –

Associate GeneralCounsel, Contracting,North America

Accenture LLP Hartford, Connecticut

Erika C. Collins ProskauerNew York City

Rebecca S. Eisner Mayer Brown LLPChicago

Peter R. George Baker & McKenzie LLPChicago

Gregg I. GoldmanExecutive Director –

Global Outsourcing Lead IT, Contracting & SharedServices Legal

UBSWeehawken, New Jersey

Marcelo Halpern Perkins Coie LLPChicago

John W. HamlinChief Employment CounselMarsh & McLennan

Companies, Inc.New York City

Vivian L. HansonMorrison & Foerster LLPNew York City

Elizabeth M. KelleyVice President and

Associate GeneralCounsel

Hewlett-Packard CompanyHerndon, Virginia

George KimballHewlett-Packard CompanyLos Angeles

Lynn LugoSenior Corporate Attorney IMS HealthParsippany, New Jersey

Richard MaroneyManaging PartnerThinkSolutions, Inc.Hillsborough, New Jersey

Michael S. MensikBaker & McKenzie LLPChicago

Barbra J. Moran Senior Corporate Counsel Caterpillar Inc. Peoria, Illinois

Brad L. PetersonMayer Brown LLPChicago

David Rabinowitz Moses & Singer LLPNew York City

David M. RossAssistant General Counsel -

IP and GlobalTechnology Unit

MetLifeNew York City

Dina Ganz TraugotVice President and

Associate GroupGeneral Counsel

Travelers New York City

New York City, Groupcast Locations and Live Webcast

Morning Session: 9:00 a.m. – 12:30 p.m.

9:00

Introduction

CHI: George Kimball, Michael S. Mensik, Brad L. Peterson

NYC, BOS, PHI, PITT, MECH & WEB: John F. Delaney,William A. Tanenbaum

9:15

The Outsourcing Process

• Key trends driving change in contracting and governance

• How you can add value at each stage of theoutsourcing life cycle

• Ways to effectively and efficiently resolve key issues• Strategies and checklists

CHI, NYC, BOS, PHI, PITT, MECH & WEB: Brad L. Peterson

10:15

Anatomy of a Master Services Agreement

• Sweep clauses, change management and other key mechanisms

• Creative compromises regarding contentiouscontractual provisions

• Structuring and drafting tips• Common mistakes to be avoided

CHI, NYC, BOS, PHI, PITT, MECH & WEB: John F. Delaney

11:15 Networking Break

11:30

Intellectual Property Issues

• Patents, copyrights and trade secrets – what isrelevant to outsourcing and why

• Using business drivers to address IP risks incollaborative improvements

• Updating IP representations and warranties• IP aspects of contextual privacy• IP in Big Data – statutes vs. contracts

CHI, NYC, BOS, PHI, PITT, MECH & WEB: William A. Tanenbaum

12:30 Lunch

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 protectenterprise interests

• Negotiating strategies with third-party serviceproviders, including cloud providers

• Allocating compliance obligations and liability forregulatory requirements

CHI, NYC, BOS, PHI, PITT, MECH & WEB: Rebecca S. Eisner

2:45

Pricing and Financial Structures

• Understanding different pricing models• How to choose the right financial structure for yourdeal objectives

• Key pricing terms• Common pricing mistakes to avoid

CHI, NYC, BOS, PHI, PITT, MECH & WEB: Vivian L. Hanson, Richard Maroney

3:45 Networking Break

4:00

Risk Allocation – the Knotty Issues

• Liability limits, exclusions and exceptions • Indemnities – nobler to give than to receive?• Dealing with special risks – security, privacy andregulatory compliance

• Competing perspectives, drafting and negotiation tips

CHI, NYC, BOS, PHI, PITT, MECH & WEB: Marcelo Halpern, George Kimball

5:00 Adjourn

PROGRAM SCHEDULEDay One: 9:00 a.m. – 5:00 p.m.

Morning Session: 9:00 a.m. – 12:15 p.m.

9:00

Contracting for Multi-Country Cloud Services

• 2014 Baker & McKenzie survey results• Recent legal developments and trends• Evolving role of cloud services in the extended enterprise

• Service model differentiation and its implications• Impact on role of in-house counsel

CHI: Lynn Lugo, Michael S. Mensik, Barbra J. Moran

NYC, BOS, PHI, PITT, MECH & 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 andallocating global compliance risks

• Common deal structures and evolving best practicesfor multi-country sourcing

• Ongoing compliance risk management

CHI: Gabriela Franco Cleveland, Peter R. George

NYC, BOS, PHI, PITT, MECH & WEB: Peter R. George,David M. Ross

11:00 Networking Break

11:15

Employment Issues

• Laws affecting transfer of employment• Co-employment and contingent worker laws• Immigration laws, including current hot issues in H-1B visas

• Working with unions and works councils

CHI: Sarah M. Konsky, Susan H. Rider

NYC, BOS, PHI, PITT, MECH & WEB: Erika C. Collins,John W. Hamlin

12:15 Lunch

Afternoon Session: 1:15 p.m. – 4:00 p.m.

1:15

Better, Faster, Cheaper Deals

• Urgency, cost and other stakeholder challenges• How to decide where to focus legal resources• Legal project management and legal outsourcing strategies

• Evaluating business exposure versus legal costs

CHI: John J. Bourke, André Frieden, Elizabeth M. Kelley, Beth L. Pollard

NYC, BOS, PHI, PITT, MECH & WEB:Michael J. Cammarota, Elizabeth M. Kelley, Barbra J. Moran, Dina Ganz Traugot

2:45 Networking Break

3:00

Ethics Issues in Negotiating Sourcing Deals

• Candor and deceit: where is the line drawn? • Limits on communications with adverse parties • Multijurisdictional negotiations• Other ethical issuesCHI: Timothy J. Miller

NYC, BOS, PHI, PITT, MECH & WEB: David Rabinowitz

4:00 Adjourn

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. – 4:00 p.m.

LIVE WEBCASTSame Great Program – From Your LocationThe New York City session of this program is available live via the web at www.pli.edu:

Print the Course Handbook, submit questions electronically and get “real-time” education right from your PC!

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Log in to www.pli.edu, go to My Online Library and click on the Course Materials tab. You can review thematerial or prepare questions to raise at the program. You will have access to the Course Handbook for oneyear from the program date. All attendees at the live program and Groupcast locations will also receive abound or flash drive copy.

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Register Today at www.pli.edu/AHX4 or Call (800) 260-4PLI

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Payment Policy: Registration fees are due in advance. Attendees maypay by check, Visa, MasterCard, American Express or Diners Club.

Cancellations: All cancellations received 3 business days prior to theprogram will be refunded 100%. If you do not cancel within the allottedtime period, payment is due in full. You may substitute another individualto attend the program.

CLE/CPD Credit: PLI programs offer CLE credit in all U.S. jurisdictionsthat have mandatory CLE requirements and some foreign jurisdictionswith CPD requirements. Please check www.pli.edu/credit for creditdetails, eligibility and approval status for your particular jurisdiction(s).New York: In accordance with the requirements of the Continuing LegalEducation Board, this transitional continuing legal education course hasbeen approved for a maximum of 13.5 credit hours, of which 12.5 credithours can be applied toward the Professional Practice requirement and 1 credit hour can be applied toward the Ethics requirement. California: This activity is approved for MCLE credit in the amount of 11.5 hours, ofwhich 1 hour will apply to legal ethics.

CPE Credit: Recommended CPE Credit: 6 credit hours (5 SpecializedKnowledge & Applications and 1 Regulatory Ethics). Program Level:Overview. Practising Law Institute is registered with the NationalAssociation of State Boards of Accountancy (NASBA), as a sponsor ofcontinuing professional education on the National Registry of CPESponsors. For PLI’s official National Registry Statement, please visitwww.pli.edu/credit.

Continuing Privacy Education Credit: This program has been submitted for approval by the International Association of PrivacyProfessionals (IAPP) for 3 CPE credits. Attendees will need to individuallyapply for credit, using the online CPE credit application form found atwww.privacyassociation.org/certification/cpe_credit_application and also submit a certificate of attendance.

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Outsourcing

2014

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