合伙人

Joe Pennell

技术及知识产权交易, 外包, 数字服务

“Joe is an incredibly smart and sophisticated transactional attorney. He is a tremendous ally to have on your side in any complex matter."

Chambers USA 2024

概览

Joe Pennell advises clients on digital transformation and outsourced services transactions, including with respect to customer-facing digital platforms, hyperscale cloud, SaaS, ERP, blockchain, artificial intelligence (AI), machine learning (ML), robotic process automation (RPA), the Internet of Things (IoT), software licensing and implementation, and the outsourcing of finance and accounting services, IT infrastructure services and support, managed network services, application development and maintenance and facilities management.

Joe is highly ranked by Chambers USA 2024 and clients say “Joe Pennell brings stellar value to our work not only from the legal perspective but also from a strategy standpoint. He brilliantly balances the legal risks with the objectives we're trying to accomplish.” Joe is also recognized by Legal 500 US 2023 as a “Next Generation Partner.”

执业经验

Represented one of the country’s five largest health insurance providers as part of a multi-vendor re-negotiation process, culminating in the execution of various MSAs, Statements of Work, and amendments with eleven different vendors for the provision of various IT and business process outsourced services (including call center (sales and service), claims processing, retail policy platform maintenance and operation, and software applications development and maintenance). Combined anticipated charges during the term of the agreements are in excess of $1 billion.
Represented a global financial institution (FI) in negotiating a strategic alliance agreement with an enterprise software company, which resulted in the largest ever fully embedded Banking as a Service (BaaS) deployment into a globally recognized cloud ERP system.
Represented a mortgage lender and servicer in (1) developing and negotiating a SaaS reseller agreement with a technology platform provider and (2) developing a Google Cloud Platform Marketplace End User License Agreement, in each case in connection with the delivery of the client’s industry-specific artificial intelligence services to clients in the mortgage industry.
Represented a major fintech in the outsourcing of software applications development and maintenance for the fintech’s mission-critical, client-facing SaaS platforms. The outsourced functions also included associated client services, engineering, IT infrastructure, data science, and data security.
Represented a leading aerospace company in the drafting and negotiation of a master services agreement with an Artificial Intelligence (AI) services provider for development of an AI-enabled air traffic control system for autonomous, unmanned aerial vehicles.

Represented BMO Harris Bank in contracting with LPL Financial (LPL) to outsource delivery of brokerage and advisory services and associated digital solutions to customers of BMO Harris Financial Advisors. As part of this new relationship, approximately $14 billion in brokerage and advisory assets and 115 financial advisors transitioned to LPL’s platform.
Represented the US subsidiary of a global financial institution in negotiating automated trading and technology platform agreements with an algorithmic, high-speed trading firm, enabling the execution of client transactions and other hedging transactions in on-the-run US Treasury securities.
Represented a major US retailer in the negotiation of a $260MM managed network services agreement.
Represented the US subsidiary of a global financial institution in contracting for the implementation of a robo-advisor technology platform for mass market and mass affluent clients of such subsidiary.
Represented a Fortune 50 household and personal products company in re-negotiating a $2 billion IT infrastructure outsourcing agreement.
Represented HSBC Bank USA, N.A. in negotiating a loan origination services agreement with Avant, LLC, a leading online marketplace lending fintech, including customization and implementation of a white-labeled version of Avant’s Amount digital lending platform for HSBC.
Represented a global manufacturer in negotiation of integrated facilities management outsourced services agreements covering jurisdictions around the world, including the US, Canada, Brazil, South Africa, India, China and Singapore.
Advised a major lending and finance company regarding the creation of an “open” multi-lender platform using proprietary technology for consumer credit decisions. This representation involved developing platform participation agreements for participating lenders, credit unions and electronic delivery providers.
Represented a private equity firm in entering into (via one of its casino investments) a series of complex agreements with a service provider and a peer casino for: (a) licensing, implementation and maintenance of, and ongoing services with respect to, a white-labeled version of the service provider’s online, digital sports book and interactive gaming platform for use by casino patrons; (b) platform revenue and data sharing arrangements between the two casinos. and (c) delivery of outsourced retail sports book technology and services at our client’s casino.
Represented a global bank in negotiating a loan origination services agreement with a small business lending fintech, including customization and implementation of a white-labeled version of the fintech’s credit decisioning engine for use in connection with the bank’s small business and commercial lending products and services.
Represented numerous clients in cloud services contracts, including various Infrastructure as a Service (IaaS), Platform as a Service (PaaS), and Software as a Service (SaaS) engagements opposite vendors such as Microsoft, Google, Workday, IBM, Ellie Mae and Black Knight.
Represented a connected home IoT device manufacturer in negotiating (1) an Internet of Things (IoT) development agreement for the integration of the counterparty’s residential smart door lock products with the manufacturer’s cloud-based connected home app; (2) a supply agreement for the manufacture and supply of the integrated smart locks; and (3) a related software development, implementation and maintenance services agreement with a third party in connection with the development and integration of this technology.
Represented a digital platform provider in the maritime shipping industry in negotiating a Master Carrier Use Agreement with one of the world’s largest maritime freight carriers, which will enable that carrier to contract with shippers via a white-labeled version of the provider’s proprietary platform.
Represented a major automotive manufacturer in amending a strategic alliance agreement for delivery of various in-vehicle telematics services.
Represented a major US retailer in the negotiation of a software license and services agreement for the implementation and maintenance of an enterprise pharmacy software system at over 1,500 pharmacy locations across the US.
Represented a technology certification provider in negotiating a strategic alliance agreement for migration, testing and certification of merchants with respect to EMV (chip-and-pin) credit card point-of-sale systems.
Represented an international financial holding company in the negotiation of an outsourced services agreement with an SBA lender for the processing of Paycheck Protection Program (PPP) applications, via the SBA lender's digital platform, for CARES Act Loans funded by the international financial holding company.
Represented a global bank in the negotiation of a transition services agreement relating to its $32B acquisition of various lending businesses from a global financial services firm.
Represented a global bank in the negotiation of a Backup-as-a-Service agreement for backup and storage of bank data.
Represented a Fortune 100 chemicals company in the negotiation of long-term site services and operational services agreements in connection with the sale of various chemical manufacturing facilities and related infrastructure.
Represented a global food products company in connection with corporate credit card and travel services agreements, including with respect to associated software licensing issues.
Represented a 5G-LTE wireless broadband network provider in outsourcing the design, build, and operation of a wireless billing and operations support system.
Represented a Fortune 100 pharmaceuticals company in outsourcing finance and accounting and application development and maintenance functions.
Represented a Fortune 100 chemicals company in outsourcing global HR and payroll functions
Represented a food products company in re-sourcing finance and accounting functions from an incumbent outsourced service provider to a replacement service provider.
Represented a global publishing company in outsourcing content management services for its Latin American affiliates.
Represented a global bank in its acquisition of a leading quantitative fixed income trading firm and its proprietary machine learning algorithms.

出版物及演讲

教育背景

Harvard Law School, 法律博士
Senior Editor, Harvard Journal of Law and Public Policy
Michigan State University, BS, with high honors, Electrical Engineering

Joe Pennell

概览

执业经验

相关服务及行业

服务

行业

出版物及演讲

出版物

Partnering Between Established Companies and Startups

Partnering for Innovation in a Changing World: Legal Perspectives from Mayer Brown

新闻

Money Lego: Banking-as-a-Service partnerships and the contractual challenges for banks

The Legal 500 US 2020 recognizes Mayer Brown lawyers as “Next Generation Partners” and “Rising Stars”

活动

16th Annual Technology & Outsourcing Conference

15th Annual Technology & Outsourcing Conference: Lessons Learned from Major Transactions

教育背景

执业资格

专业及社区参与

焦点