Procurement and Contracting Services

Saul Ewing Arnstein & Lehr’s Procurement and Contracting Services (PCS) team can help businesses in all phases of the contracting process.  We can:

  • Formulate requests for proposals and evaluate responses
  • Assist with vendor or contract due diligence
  • Draft and review term sheets and agreements
  • Negotiate terms and conditions 
  • Close transactions and provide ongoing contract management
  • Create customized forms and templates
  • Review policies and processes, create negotiating playbooks and train employees

Our team handles contracts ranging from simple sales and service contracts to complex master agreements.  And, we can do it with cost predictability by offering alternative pricing arrangements.

Why PCS?

In-house lawyers face competing priorities every day:  managing internal clients, keeping up with an ever-changing regulatory climate, strategic planning and management initiatives, handling HR matters, managing litigation, protecting IP, and responding to growing cybersecurity threats – to name a few.  In this environment, procurement and contract-related matters are easy to overlook or set aside, yet doing so can expose the business to significant risk.  By engaging Saul Ewing Arnstein & Lehr’s PCS team, businesses can help alleviate the procurement burden while ensuring that contract matters receive appropriate attention.

The Saul Ewing PCS Team

Our team of PCS lawyers, ranging from junior associates to senior partners, is broadly yet deeply experienced – many have non-legal business experience in fields that include information technology, consulting and finance.  The PCS team has experience working in a number of industry verticals, including regulated industries such as pharmaceuticals, healthcare and higher education.  Our dedicated PCS team is supplemented by lawyers with subject matter experience in areas such as employment, tax, intellectual property, health care, privacy and cybersecurity.  Depending on the engagement, we can provide a single lawyer or a select team to handle clients’ contract matters.    

How PCS Can Help

Saul Ewing Arnstein & Lehr’s PCS team can customize its services depending on a client’s particular needs.  Some of the most common arrangements include the following:

  • Capacity Expansion
    Members of the PCS team provide an outsourced “FTE equivalent” to cover scheduled in-house staff absences, unfilled positions, unexpected workload spikes, and similar situations.
  • Outside Special Counsel
    Under this outsourcing model, the PCS team is responsible for all contract matters, or for those in specific functional areas such as procurement, on a day-to-day basis.
  • Overflow Support
    Under this model, the PCS team works side-by-side with in-house counsel or procurement staff, handling contract matters on an as-needed basis.

Cost Predictability 

Our PCS team provides services under a variety of alternative pricing models that permit clients to budget and manage legal expenses with a higher degree of certainty.  These models include:

  • Capacity Expansion fees based on salary and benefits otherwise payable to the FTE being replaced
  • Periodic fixed fees covering all services provided within the scope of the engagement
  • Flat fees per individual contract, based on factors such as contract volume and complexity
  • Fixed fees with risk-sharing or “cap and floor” features (e.g., partial refund payable to the client when the value of work falls below an agreed floor, and an additional, discounted fee payable when the value of work exceeds an agreed cap)

Our Services Menu

General Procurement Contracting

  • Master services agreements and statements of work
  • Stand-alone services agreements
  • Business process outsourcing agreements
  • Consulting agreements
  • Purchase agreements
  • Equipment leases
  • Requests for proposal

IT Contracting

  • System procurement and implementation agreements
  • Software license and purchase agreements
  • Software as a service (SaaS), application hosting, and application service provider (ASP) agreements
  • Consulting agreements
  • Hardware purchase agreements and leases
  • Facilities co-location agreements

Commercial Contracting

  • Sales and service terms and conditions
  • Product supply and distribution agreements
  • Sales agent, reseller and marketing agreements
  • Contract manufacturing agreements
  • Strategic alliance and JV agreements
  • Employment-related agreements
  • Confidentiality and non-competition agreements

Ancillary Services

  • Contract administration (e.g., renewals, extensions and amendments)
  • Creation of agreement templates and forms
  • Employee training in principles of contract drafting and negotiation
  • Compliance review
  • Contract “on-boarding” and “off-boarding” in the M&A context

Representative Engagements

  • We have helped a major university and academic medical center negotiate hundreds of equipment, software, and services procurement contracts ranging from over $100 million to under $25,000, with most in the $200,000 to $2 million range.  The PCS team works closely with in-house counsel, purchasing managers and technology users, but has direct responsibility for negotiation of terms, escalating for approvals as required.
  • We have provided capacity expansion services for a UK-based manufacturer of specialty chemicals and advanced materials on five occasions during leaves of absence, workload spikes and vacancies, with PCS team members reviewing and negotiating contracts for sale of manufactured goods, precious metals sales and refining services, and oilfield diagnostic services agreements.
  • We have represented overflow support to a global pharmaceutical company by drafting and negotiating multi-year, multi-million dollar master services agreements for advertising, digital content creation, competitive intelligence and public relations services, as well as smaller agreements for information technology purchases and software licenses.

For More Information, Please Contact:

Richard D. Leigh

Evan J. Foster