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A Buyer's Perspective (with a focus on India) Negotiating and Implementing Contracts with Offshore Providers to Effectively Mitigate Risk and Maximize Success: Cardinal Health Sam Tucci Director, IT Indirect Sourcing sig.org/eval Baker & McKenzie Sonia Baldia Partner Peter George Partner Wolters Kluwer Dennis Penepacker Associate General Counsel

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Page 1: Negotiating and Implementing Contracts with Offshore Providers …sig.org/docs2/S22_Negotiating_and_Implementing_Contracts_Cardin… · More than 4,200 lawyers admitted to practice

A Buyer's Perspective (with a focus on India)

Negotiating and Implementing

Contracts with Offshore

Providers to Effectively Mitigate

Risk and Maximize Success:

Cardinal Health

Sam TucciDirector, IT Indirect Sourcing

sig.org/eval

Baker & McKenzie

Sonia BaldiaPartner

Peter GeorgePartner

Wolters Kluwer

Dennis PenepackerAssociate General Counsel

Page 2: Negotiating and Implementing Contracts with Offshore Providers …sig.org/docs2/S22_Negotiating_and_Implementing_Contracts_Cardin… · More than 4,200 lawyers admitted to practice

© Copyright 2015, Cardinal Health, Inc. or one of its subsidiaries. All rights reserved.2

Cardinal Health Overview

Cardinal Health

A global company dedicated to making

healthcare safer and more productive

Ambulatory Care

Retail

Acute Care

At the Intersection of Evolving Points of Care

• Distribution

• Inventory management

• Logistics support

• Product selection

• Financial transactions

• Risk management

• Patient safety

• Pharmacy management

• Quality and integrity

Page 3: Negotiating and Implementing Contracts with Offshore Providers …sig.org/docs2/S22_Negotiating_and_Implementing_Contracts_Cardin… · More than 4,200 lawyers admitted to practice

• Wolters Kluwer is a global leader in professional information services.

Professionals in the areas of legal, business, tax, accounting, finance,

audit, risk, compliance and healthcare rely on Wolters Kluwer's market

leading information-enabled tools and software solutions to manage

their business efficiently, deliver results to their clients, and succeed in

an ever more dynamic world.

• Wolters Kluwer reported 2015 annual revenues of €4.2 billion. The group

serves customers in over 180 countries, and employs over 19,000 people

worldwide. The company is headquartered in Alphen aan den Rijn, the

Netherlands. Wolters Kluwer shares are listed on Euronext Amsterdam

(WKL) and are included in the AEX and Euronext 100 indices. Wolters

Kluwer has a sponsored Level 1 American Depositary Receipt program.

The ADRs are traded on the over-the-counter market in the U.S.

(WTKWY).

• Wolters Kluwer Health is a leading global provider of information and

point of care solutions for the healthcare industry.

Page 4: Negotiating and Implementing Contracts with Offshore Providers …sig.org/docs2/S22_Negotiating_and_Implementing_Contracts_Cardin… · More than 4,200 lawyers admitted to practice

© 2015 Baker & McKenzie LLP

Our Global Reach

Baker & McKenzie covers the world over. With our expansive global footprint, our

clients tell us they rely on our ability to provide a deep level of local expertise while

ensuring a global perspective to their business and legal needs.

Baker & McKenzie facts

77 offices in 47 countries

More than 4,200 lawyers admitted to practice

in over 250 jurisdictions and fluent in 75+

languages

We are in markets that matter

37 of the world’s 50 largest economies

13 of the top 15 global financial centers

12 of the 15 most resource-rich markets

Ranked Band 1 for Data Protection

by Chambers Global 2015, 2014,

2013, 2012, 2011, 2010, 2009,

2008

Ranked Band 1 for Technology &

Communications by Chambers

Global 2015, 2014, 2013, 2012,

2011, 2010, 2009, 2008

Ranked Band 1 in Chambers

Global for Outsourcing in 2015,

2014, 2013, 2012, 2011, 2010,

2009, 2008

4

Page 5: Negotiating and Implementing Contracts with Offshore Providers …sig.org/docs2/S22_Negotiating_and_Implementing_Contracts_Cardin… · More than 4,200 lawyers admitted to practice

Baker & McKenzie LLP is a member firm of Baker & McKenzie International, a Swiss Verein with member law firms around the world. In accordance with the common

terminology used in professional service organizations, reference to a "partner" means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an

"office" means an office of any such law firm.

© 2016 Baker & McKenzie LLP

Learning Objectives for this Session:

• Key legal, business and operational risks facing US

customers in offshore cloud arrangements

• Tips and strategies on how best to identify and

mitigate those risks effectively through contractual

terms and conditions

• Specific legal issues to consider when contracting

with India-based cloud providers

Page 6: Negotiating and Implementing Contracts with Offshore Providers …sig.org/docs2/S22_Negotiating_and_Implementing_Contracts_Cardin… · More than 4,200 lawyers admitted to practice

Baker & McKenzie LLP is a member firm of Baker & McKenzie International, a Swiss Verein with member law firms around the world. In accordance with the common

terminology used in professional service organizations, reference to a "partner" means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an

"office" means an office of any such law firm.

© 2016 Baker & McKenzie LLP

Sam Tucci

Director, IT Indirect Sourcing

Cardinal Health

Dennis Penepacker

Associate General Counsel

Wolters Kluwer

Page 7: Negotiating and Implementing Contracts with Offshore Providers …sig.org/docs2/S22_Negotiating_and_Implementing_Contracts_Cardin… · More than 4,200 lawyers admitted to practice

Baker & McKenzie LLP is a member firm of Baker & McKenzie International, a Swiss Verein with member law firms around the world. In accordance with the common

terminology used in professional service organizations, reference to a "partner" means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an

"office" means an office of any such law firm.

© 2016 Baker & McKenzie LLP

Sonia Baldia

Partner

Baker & McKenzie LLP

Peter George

Partner

Baker & McKenzie LLP

Page 8: Negotiating and Implementing Contracts with Offshore Providers …sig.org/docs2/S22_Negotiating_and_Implementing_Contracts_Cardin… · More than 4,200 lawyers admitted to practice

Evaluation How-to:

Your feedback drives

SIG Event content

By signing and

submitting your

evaluation, you are

automatically entered

into a prize drawing

Why?

Option 1: App

1. Select Schedule2. Select Schedule by Day3. Select Day4. Select Session5. Scroll to Description

6. Click on the Evaluation link

Option 2: Browser

1. Go to www.sig.org/eval2. Select Session (#22)

How?

COMPLETE &SUBMIT EVAL

Page 9: Negotiating and Implementing Contracts with Offshore Providers …sig.org/docs2/S22_Negotiating_and_Implementing_Contracts_Cardin… · More than 4,200 lawyers admitted to practice

Tweet: #SIGspring16

Session #22

Negotiating and Implementing Contracts with Offshore

Providers to Effectively Mitigate Risk and Maximize Success:

A Buyer's Perspective (with a focus on India)

www.sig.org/eval

Download the App: bit.ly/SIGOrlando

Baker & McKenzie Sonia Baldia [email protected]

Baker & McKenzie Peter George [email protected]

Cardinal Health Sam Tucci [email protected]

Page 10: Negotiating and Implementing Contracts with Offshore Providers …sig.org/docs2/S22_Negotiating_and_Implementing_Contracts_Cardin… · More than 4,200 lawyers admitted to practice