When a company considers outsourcing certain services or functions to a third party, corporate counsel must understand and assess the risk in doing so. For example, outsourcing does not fully abdicate the company’s risk, nor does the outsourcer take on complete liability. It is also imperative that corporate counsel: (a) address transitioning the services from the company to the outsourcer and consider the impact on its personnel and costs and any existing labor agreements; and (b) understand other key issues and fundamental aspects of the outsourcing agreement, such as the key performance indicators (KPIs) and service levels, and how these issues will affect the delivery of service and ultimately affect the company. In addition, as part of any such negotiation, appropriate remedies must be established to ensure the outsourcer’s compliance with such KPIs and service levels. During this presentation, Matt Karlyn and Aaron Tantleff of Foley & Lardner LLP discuss how to draft and negotiate these issues and more, including some additional methods on managing performance, termination and transition assistance, and intellectual property protection.