Joe Pennell

Digital Transformation, Data, Software, and Internet of Things (IoT)

• 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 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 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 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 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 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.
• 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 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.

IT Outsourcing, Business Process Outsourcing, and M&A-Related Service Agreements

• 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 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 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 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 major US retailer in the negotiation of a $260MM managed network services agreement.
• 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 Fortune 50 household and personal products company in re-negotiating a $2 billion IT infrastructure outsourcing agreement.
• 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.
• 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.

Harvard Law School, JD
Senior Editor, Harvard Journal of Law and Public Policy

Michigan State University, BS, with high honors, Electrical Engineering

Barreau

• Illinois

• American Bar Association: Co-Chair, Cloud Computing Committee
• American Bar Association: Council Member, Section of Science & Technology Law