Risk Allocation in Outsourcing

(703 Ratings)

Produced on: May 16, 2015

Course Format On Demand Audio

Taught by


Course Description

Time 61 minutes
Difficulty Intermediate

In this session, Stephen Nordhal and Bill Peters from Gibson, Dunn & Crutcher’s outsourcing practice discuss best practices and market trends in allocating risk in an outsourcing transaction.  In particular, this session examines how to identify the risks associated with a particular outsourcing transaction and how the liability structure and indemnities can be used to address these risks.  In addition, Mr. Nordhal and Mr. Peters explore other contractual remedies that may be available for a company if a vendor fails to provide the services or fails to meet the service levels, and best practices in allocating the rights and obligations related to compliance with law, force majeure events and business continuity.


Learning Objectives:

I.     Identify best practices and market trends in allocating risk

II.    Summarize risks associated with specific transactions

III.   Discover contractual remedies for failure to provide services



William J. Peters

Gibson, Dunn & Crutcher

Bill Peters is a partner in Gibson, Dunn & Crutcher’s Los Angeles office. He is Co-Chair of the firm's Strategic Sourcing and Technology Transactions Practice Group and a member of the Corporate Department and Transactional Intellectual Property Practice. He has spent his entire legal career in the information technology and business process outsourcing industries, including serving as corporate counsel to a major ITO service provider and general counsel to a leading HR BPO services provider.

Mr. Peters has extensive experience representing and counseling clients on a wide range of legal and business issues relating to complex sourcing and technology transactions. His experience includes structuring, negotiating, and documenting large-scale business process and information technology outsourcing arrangements, ERP implementation agreements, application service provider agreements, software development agreements, and software licenses. These transactions, many of them with international dimensions, have involved clients in a broad range of industries, including the financial services, retail, logistics, distribution, aerospace, pharmaceutical, telecommunications, oil and gas, and electric utility industries. Mr. Peters has represented such clients as Allianz, American Express, American General, Boeing, Chevron, Deutsche Bank AG, Federal-Mogul, Fireman’s Fund Insurance Company, Goodyear Tire & Rubber Company, Ingram Micro, Ingram Book, KB Home, Marriott, Marsh & McLennan, Nissan, Safeco, Rockwell Collins, Southern California Edison, Toyota Financial Services, UnitedHealth Group, Washington Group International and Western Digital Corporation.

Mr. Peters has assisted clients in outsourcing almost every facet of information technology operations, including data center operations, midrange server operations, network operations, desktop support, telecommunications services, call center services, and application maintenance and development services. He has negotiated agreements against every major outsourcing service provider, including domestic, near-shore, and off-shore outsourcing service providers. In addition to information technology functions, Mr. Peters has assisted clients in outsourcing other business processes, including human resources, accounting, tax accounting, claims processing, call center, records archiving, and print and distribution processes.

Mr. Peters is ranked by Chambers Global: The World’s Leading Lawyers for Business as one of the leading outsourcing lawyers in the world. In addition, Chambers USA has recognized Mr. Peters for national business process outsourcing and IT outsourcing in California. He is a frequent lecturer and has published several articles on information technology and business process outsourcing transactions.

Stephen D. Nordahl

Gibson, Dunn & Crutcher

Stephen D. Nordahl is a partner in Gibson, Dunn & Crutcher’s New York office and Co-Chair of Gibson Dunn’s Strategic Sourcing and Technology Transactions Practice Group. Mr. Nordahl’s practice focuses on information technology, business process and asset management outsourcing transactions, commercial and other technology-related transactions, as well as joint ventures and strategic alliances, in each case, with a particular focus on complex international transactions. Mr. Nordahl has also represented clients in numerous disputes related to strategic sourcing and technology.

Mr. Nordahl has represented clients on strategic sourcing and technology transactions since 1996. He has worked with clients on a wide range of legal and business issues relating to complex outsourcing and technology transactions, including structuring, negotiating and documenting both large- and small-scale ITO and BPO transactions, and assisting clients with complex licensing and systems implementations, technology-based strategic alliances and joint ventures. His ITO experience includes the outsourcing of virtually every IT function, including infrastructure, applications development and maintenance, end-user computing, help desk and network operations. His BPO experience includes the outsourcing of middle- and back-office financial services processes, facility management functions, claims processing, human resources, finance and accounting, logistics functions, print processes and procurement. 

In addition, Mr. Nordahl also has a long track record of representing clients in disputes related to strategic sourcing. He has assisted clients investigate, strategize and, when warranted, negotiate settlement or termination agreements with respect to outsourcing disputes related to both information technology and business process outsourcing transactions.

Mr. Nordahl has worked with a broad range of clients and industries, including the consumer products, energy, financial services, life sciences, pharmaceutical and publishing industries. His clients have included, among others, AT&T Corp., Avon Products, Best Western, Cendant, Conoco, Direct Energy, DuPont, Emdeon, Genpact, The Home Depot, ING, Invista Inc., Johnson & Johnson, JPMorgan Chase, Prudential Financial, M&T Bank, Omnicom Group, Reader’s Digest and Reed Elsevier. 

Mr. Nordahl has written numerous articles regarding technology and outsourcing issues and is frequently asked to lecture at industry events. Mr. Nordahl has also received wide acclaim for his outsourcing work. He has been ranked byChambers Global: The World’s Leading Lawyers for Business, Chambers USA: America’s Lawyers for Business, recognized as a “Leading Lawyer” in The Legal 500 United States (Media Technology & Telecoms, Technology— Outsourcing) and included in The Best Lawyers in America©.

Mr. Nordahl received his Juris Doctor in 1994 from Fordham University School of Law, where he was a notes editor for theUrban Law Journal. He also has degrees from The London School of Economics and Lehigh University, where he graduated cum laude. He is admitted to practice in New York.




You know WHY I wouldn't recommend this program to a colleague? Because it's too freakin' GOOD! This was a great session, and I'm competitive enough to want every edge when vying with my colleagues to be considered effective and knowledgeable. (Yes, I work in that kind of environment.) All kidding aside (except for the environment part, unfortunately) I am an experienced vendor manager and lawyer with a strong contract negotiation background and there were still great nuggets of info in this prezo for me. WELL DONE.

Timothy S.

Timely course work....

David Brian R.

Very informative presentation.

John R.

Very Good.

Andrietta W.

Presenters were knowledgeable, organized.and interesting.

Donna W.

Practical advice from both speakers.

Sarah K.

this overlapped some with the Pricing and Financial Structure of Outsourcing Agreements program but both were informative

Steve H.

Great job!

Gary D.

This course pairs well with the other available presentation on outsourcing.


More interesting than I thought it would be going in. Good stuff.

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$ 59 Business, Corporate, & Securities Law and Outsourcing In Stock


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