Business Process Outsourcing: Process, Strategies, and Contracts

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John Wiley & Sons, Mar 22, 2007 - Business & Economics - 584 pages
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Many corporations are currently restructuring their business processes in order to become more competitive and cost effective. Once the decision has been made to outsource, a corporation must structure the deal. This book will show them how to request proposals and negotiate and close the agreement--creating the outsourcing strategy.
 

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Contents

Chapter 1 OVERVIEW
1
Chapter 2 PLANNING STAGE
17
Appendix 21 NONDISCLOSURE AGREEMENT FOR USE IN CONNECTION WITH EVALUATION OF POSSIBLE BPO TRANSACTION MUTU...
39
Appendix 22 QUESTIONNAIRE FOR ASSESSING LEGAL RESOURCES REQUIRED CUSTOMER FORM
46
Appendix 23 QUESTIONNAIRE FOR ASSESSING LEGAL RESOURCES REQUIRED VENDOR FORM
50
Appendix 24 REQUEST FOR INFORMATION
54
Appendix 25 REQUEST FOR PROPOSAL
59
Chapter 3 SELECTING THE VENDOR
81
Appendix 62 LIST OF REPORTS
343
Chapter 7 HUMAN RESOURCES
345
Appendix 71 STAY INCENTIVES
367
Appendix 72 HUMAN RESOURCES SAMPLE LANGUAGE FOR THE REQUEST FOR PROPOSAL
372
Appendix 73 HUMAN RESOURCES SAMPLE TERMS AND CONDITIONS FOR EMPLOYEE TRANSITION IN THE UNITED STATES
376
Appendix 74 EMPLOYEE CONFIDENTIALITY AGREEMENT
380
Chapter 8 TRANSFORMATIONAL OUTSOURCING
383
Chapter 9 INTERNATIONAL CONSIDERATIONS
407

Appendix 31 EVALUATION OF VENDOR PROPOSALS RELATING TO THE PROVISION OF BPO SERVICES
91
Appendix 32 LETTER OF INTENT CUSTOMER FORM
98
Appendix 33 LETTER OF INTENT VENDOR FORM
101
Chapter 4 NEGOTIATIONS STRATEGY AND PROCESS
105
Appendix 41 DUE DILIGENCE AGREEMENT
116
Appendix 42 MODEL TERM SHEET
121
Appendix 43 LEGAL DUE DILIGENCE CHECKLIST
126
Appendix 44 ISSUES ARISING IN CONNECTION WITH IMPLEMENTING A SHARED SERVICES CENTER
129
Chapter 5 BUSINESS PROCESS OUTSOURCING CONTRACT
133
Appendix 51 CHECKLIST KEY ISSUES IN BPO AGREEMENTS GENERAL
162
Appendix 52 CHECKLIST KEY ISSUES IN HRO AGREEMENTS
175
Appendix 53 CHECKLIST KEY ISSUES IN F A OUTSOURCING AGREEMENTS
189
Appendix 54 CHECKLIST KEY ISSUES IN PROCUREMENT OUTSOURCING AGREEMENTS
204
Appendix 55 CHECKLIST KEY ISSUES IN LOGISTICS AND WAREHOUSE MANAGEMENT OUTSOURCING AGREEMENTS
218
Appendix 56 BUSINESS PROCESS OUTSOURCING AGREEMENT CUSTOMER FORM
233
Appendix 57 BUSINESS PROCESS OUTSOURCING AGREEMENT VENDOR FORM
285
Appendix 57A A PROPRIETARY RIGHTS RIDER VENDOR FORM
315
Appendix 58 COLA CHECKLIST
321
Appendix 59 JOINT MANAGEMENT PROCEDURES
323
Chapter 6 MEASURING PERFORMANCE
327
Appendix 61 CUSTOMER SATISFACTION SURVEY CHECKLIST
339
Appendix 91 CHECKLIST KEY ISSUES IN GLOBAL BPO TRANSACTIONS
418
Appendix 92 OFFSHORE CHECKLIST
425
Appendix 93 LOCAL COUNSEL QUESTIONNAIRE
439
Chapter 10 INFORMATION PRIVACY AND SECURITY ISSUES
443
Appendix 101 DATA PRIVACY QUESTIONNAIRE FOR PROPOSED OUTSOURCING TRANSACTION
477
Chapter 11 EXHIBITS AND ANCILLARY AGREEMENTS
481
Appendix 111 GENERAL ASSIGNMENT AND BILL OF SALE
501
Appendix 112 TEAMING AGREEMENT
503
Appendix 113 LEGAL CHECKLIST FOR ASPS
514
Appendix 114 LEGAL DUE DILIGENCE CHECKLIST FOR COMPANIES TRANSACTING WITH ASPS
516
Appendix 115 BUSINESS CONTINUITY ISSUES FOR CUSTOMERS TO CONSIDER WHEN EVALUATING AN APPLICATION SERVICE PRO...
520
Chapter 12 POSTNEGOTIATION ACTIVITIES
523
Appendix 121 CONSENT LETTER ACCESS ONLY
531
Appendix 122 CONSENT LETTER ACCESSINSTALLATION
534
Chapter 13 RENEGOTIATION AND TERMINATION
537
Appendix 131 CUSTOMER CHECKLIST FOR RENEGOTIATINGTERMINATING BPO TRANSACTIONS
551
Appendix 132 DUE DILIGENCE CHECKLIST FOR CUSTOMERS CONSIDERING TERMINATION
562
Appendix 133 TERMINATION AGREEMENT
567
Appendix 134 OUTLINE OF A TERMINATION ASSISTANCE SERVICES AGREEMENT
575
INDEX
581
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About the author (2007)

John K. Halvey is a partner in the New York office of the international law firm of Milbank, Tweed, Hadley, & McCloy, LLP and the founder of the Strategic Sourcing and Technology Group. He practices in all areas of technology and sourcing law, with particular emphasis on information technology and business process outsourcing and private equity transactions involving technology or sourcing companies.
Mr. Halvey has represented companies in many of the largest technology, telecommunications, and business processing outsourcing transactions, including Deutsche Bank, JP Morgan, BellSouth, Panasonic, Citigroup, DuPont, AT&T, Alcatel, Xerox, Boeing, Bombardier, General Atlantic and the Commonwealth Bank of Australia.
His work in these areas has been the subject of articles in Forbes, Information Week, Computer World, CIO Magazine, The Daily Deal, and Venture Capital Journal. Mr. Halvey has for many years been ranked by Chambers and Partners as one of the world’s leading information technology and outsourcing lawyers and was the only lawyer in the United States to be ranked a "Star Performer" in the outsourcing industry in both 2005 and 2006. In 2006 Mr. Halvey received the Chambers Shield of Excellence as the Outsourcing Attorney of the Year and as the HR Outsourcing Attorney of the Year by the HROA.
In 1995 Crain’s named Mr. Halvey on its list of the 40 most successful people under 40 in New York City. He is the coauthor of Information Technology Outsourcing Transactions: Process, Strategies, and Contracts (John Wiley & Sons, 2005).

Barbara M. Melby is a partner in the Global Outsourcing Group at Morgan, Lewis & Bockius, LLP. Ms. Melby’s practice focuses primarily on outsourcing transactions, including information technology and business process outsourcing, as well as other technology-related transactions, including development agreements, system implementation agreements, licensing and hosting agreements, technology services, joint ventures, and strategic alliances.
One of the leading outsourcing attorneys in the United States, Ms. Melby is the coauthor of Information Technology Outsourcing: Process, Strategies, and Contracts (John Wiley & Sons, 2005). She was recently recognized by Chambers USA as one of the nation’s leading lawyers for Business Process Outsourcing.
In addition to her two books, she has written numerous articles in and has been widely quoted in a wide variety of publications, including CIO Magazine, IT World, The Metropolitan Corporate Counsel, and The Pennsylvania Lawyer. Ms. Melby is also a frequent speaker on outsourcing and technology transactions at various business, legal, and professional conferences.

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