Any lawyer faced with negotiating an outsourcing agreement will benefit from both the best practices and practical solutions shared in this session. From the perspectives of experienced in-house counsel for the customer and service provider as well as outside counsel, the presenters will analyze and debate each side of the most contentious, key provisions in outsourcing agreements. Topics include planning for termination with a focus on termination for cause and convenience, benchmarking, material change provisions, and transition assistance requirements; drafting the scope of services to be performed with a focus on the line between in-scope services, on the one hand, and out-of-scope services and potentially costly change orders, on the other hand; constructing effective service levels; pitfalls to avoid in drafting limits of liability and indemnity provisions; and modeling intellectual property ownership and licensing.