Morris,
Manning & Martin’s Global Sourcing & Procurement (GSP) team represents
business enterprises of all sizes in connection with their sourcing,
procurement and supply-chain transactions and relationships worldwide. Sourcing, procurement and supply chain management are
complementary, strategic business processes that enable a business enterprise
to leverage superior, and often more cost-effective, systems, technology,
solutions and services from third parties providers. Our clients include companies that are
sourcing business and technology functions to third party service providers, as
well as those that are procuring systems and solutions to bring within their
enterprise. Sourcing, procurement and supply chain discipline allows a company
not only to improve performance of business functions and processes while
saving costs but to transform the company’s competitive profile within its
industry. We represent buyers of third party solutions, including both U.S. solutions and offshore solutions, as well
as U.S.
and off-shore service providers. Our
core GSP team is reinforced by a strong team of technology, intellectual property, international trade
and commerce, employment and employee benefits lawyers.
Multi-Dimensional
Growth in Market for Third Party Solutions
Sourcing,
procurement and supply chain solutions comprise a trillion dollar international
industry that continues to grow. Sourcing was once limited to “back office”
business functions such as payroll and benefits management. While those back-office areas remain an
important part of traditional sourcing, savvy companies now routinely turn to
third party providers for strategic help in managing business functions and
processes that are at the very core of the enterprise’s operations, products,
services and competitive position in its industry. Not long ago, the list of third party service
providers was limited to a few well-known names, whereas now a plethora of
excellent service providers, large and small, span the globe.
What
Distinguishes Morris, Manning
& Martin’s GSP Practice:
Our first task is to
ensure that we fully understand the unique business objectives of our client.
We do not take a
cookie-cutter approach to these kinds of strategically important relationships.
We add value throughout
the entire relationship between the buyer and the third party provider.
We can help structure and
manage the service provider/vendor selection process in a manner that
streamlines the subsequent contract drafting and negotiation phase.
Our contracts are
comprehensive in substantive coverage, but, at the same time, well organized
and easy to read.
We launch the negotiation
of a complex agreement using an issues-based approach, rather than the more
tedious page turning style.
We negotiate aggressively
on behalf of our clients, but base our positions on logic and fair, defensible
business positions. We spare the parties
the polarizing antics and theatrics of old-school negotiating.
Our
collaborative negotiation style helps the parties avoid unnecessary delays and
costs and results in a positive start to the customer/service provider
relationship.
We give close attention
in our contracts to transitional points in the parties’ relationship.
Our team can craft clear
and straightforward performance metrics (e.g. specifications, key performance
indicators, service levels) and associated remedies for breach of those
metrics.
Areas of Substantial
Experience:
Application
development and maintenance
Co-location services
Comprehensive
facilities management
Customer
relationship management solutions
Customer
service
Data
collection and management
Disaster
recovery and business continuity
Dispute
resolution and litigation
Electronic
and web-based payment solutions
Enterprise
transformation
Facilities
management
Help
desk operations
HR,
benefit plan and payroll services
IT
system and network management
Legal
process and services sourcing
Logistics,
transportation and warehousing
Payment
and receivables management
Product
and service testing, evaluation and benchmarking
Public-private
sector partnerships
Research
and development sourcing
Sale of acquisition of
software licenses
Sale or acquisition of
computer hardware
Strategic alliances and
joint ventures
Supply
chain management technology
Transaction
and project management
Vertical
and horizontal industry acquisitions
Website
hosting services
Special
Solutions
Morris, Manning & Martin’s team of GSP
lawyers offer a range of special solutions to clients, some of which can be
priced on a non-hourly basis. The
following are a few examples:
Analysis and grading of
current sourcing, procurement and supply chain practices and documentation
Development and
implementation of a strategic enterprise-wide sourcing, procurement and supply chain management plan
Competitive bidding structures for vendor and
service provider selection
Development of
straightforward performance metrics
Periodic provider review
and benchmarking models
Project and relationship
governance models
Customizable on-site
training programs, workshops, presentations for clients that can be conducted
at client’s facilities or on corporate retreats
Agreement “road maps”
that provide a non-legalistic description of each provision in a complex
sourcing or procurement contract
Re-negotiation of
faltering relationships or mutually acceptable exit strategies
Uniform service provider
standards, vendor conduct manuals
Eight
Basic Principles for High Quality Sourcing, Procurement and Supply Chain
Contracts
The parties’ mutual expectations must be clearly and fully
articulated in the contract. A contract
fails when the parties end up in dispute as to which party was to do what, yet
most sourcing disputes fall within this category.
The unique underlying business objectives of the parties
should drive the terms of the contract.
“Form contracts” are highly risky in such mission-critical
relationships.
The terms of the contract should not thwart the ability of
the executives and managers of the parties to advance the business goals of
their respective enterprises.
Costs, charges and fees must be clearly delineated and
predictable. This is the second most fertile area for disputes and litigation
in the sourcing and supply chain industry.
Change is inevitable in long-term commercial relationships
and change should be clearly contemplated and managed within the four corners
of the contract.
Unique geo-political events ranging from natural disasters
such as earthquakes and tsunamis to political upheaval must be factored into
long term contracts. At the same time,
service providers and vendors have an increasing array of technology and
solutions at their disposal to mitigate the risks of business interruption
posed by these events and forces.
Global commerce is usually well ahead of “the law” and
contracts must be crafted in a creative manner and in a manner that is organic
and can “grow” with likely changes in the law as well as the parties’ business
relationship.
Contract provisions that historically have been used to
govern purely domestic (U.S.) relationships may not be enforceable or make
sense in a cross-border relationship.
This places an imperative in creative, forward-thinking drafting.
Pricing of Services
We are committed to providing clients with
exceptional legal service at pricing that is both fair and predictable.
Business enterprises that engage experienced sourcing counsel to represent them
in these important transactions and relationships often receive a quick return
on their investment in such counsel.
Experience and deep knowledge of the sourcing
industry enables our GSP lawyers to negotiate more favorable and balanced
relationships between customers and service providers. We do recognize that an
investment in outside sourcing counsel is a significant one. Accordingly, we
strive to ensure that in every engagement, our GSP lawyers deliver economic and
other value that exceeds the legal fees that our clients pay us for our
counsel. We work with clients to develop a fair pricing model and budget for
each GSP engagement. In appropriate circumstances, we might use alternatives to
traditional seniority-based hourly billing (for example, blended rate
structures). We want our pricing models to properly incentivize both Morris,
Manning & Martin and our GSP clients.
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