Client Services / Health / Health - Information Systems

Health - Information Systems

Our Health Information Systems Group has extensive experience in representing both vendors and users of information technology.  Our practice includes all aspects of representation for health care businesses, including the formation, financing and governance of business entities, development, marketing and distribution arrangements, intellectual property protection, licensing agreements, systems integration agreements, internet and new technology issues, joint venture arrangements, mergers and acquisitions, product liability matters, and employment and noncompetition agreements and issues.


HEALTH CARE TRANSACTIONS

Our lawyers have extensive experience in the following issues that affect information technology for the health care industry.

Confidentiality of Medical Information
We frequently advise clients with respect to the requirements of state and federal laws regarding confidentiality, including the special statutes relating to AIDS.  These issues arise in contributions to joint databases, development of health information networks, use of electronic medical records, quality assurance programs, utilization reviews and outcomes research.  We are closely monitoring several pending legislative proposals and certain regulations being adopted to implement earlier legislation, including the Health Insurance Portability and Accountability Act.

FDA Regulation
Certain information technology which assists physicians in determining appropriate patient care may be regulated as a medical device under federal law.  Such devices must comply with the testing, registration and disclosure requirements of the FDA.  We work closely with members of our Products Regulation Group to help clients evaluate and satisfy these requirements.

Reimbursement
Compliance with FDA requirements does not assure that various governmental entities and third-party payors will reimburse the provider for use of technology without evidence that the product is cost effective compared to other available technologies.  Members of our Product Regulation Group counsel clients with respect to reimbursement issues, assist in structuring clinical trials to establish effectiveness and represent clients in negotiating reimbursement standards.

Accreditation Standards
Members of our group are familiar with the JCAHO (Oryx) and NCQA (Hedis) standards which apply to hospitals, HMOs and other providers.  We are able to assist IT vendors in determining whether their products satisfy these requirements.  Such compliance will be an increasingly important factor in the competitive market for health care information systems.

Fraud and Abuse Issues
Government agencies and other groups are increasing their scrutiny of all health care arrangements to determine if they violate state and federal laws.  This is a rapidly changing area of the law which is addressed on a daily basis by our lawyers in this field.  Our experience is available to assess the risk of acting as an outsourcing provider or providing other services or technology in this area.


MARKETING & DISTRIBUTION AGREEMENTS

We work with vendors of information technology in structuring a variety of arrangements for distribution and marketing of their products and services, including VAR, OEM and cross marketing arrangements.  Our lawyers have advised clients concerning the restrictions on the export and use of encryption and other restricted technology in a variety of international transactions.  We have also helped clients structure their distribution efforts to realize their business goals.


JOINT VENTURES

We work with clients in selecting and implementing the appropriate form of joint venture or other strategic alliance.  We have extensive experience in analyzing the legal and tax aspects of partnerships, limited liability companies, S corporations and other business entities commonly used for joint ventures.  We have also negotiated and documented a variety of teaming arrangements and other contractual joint ventures.


DEVELOPMENT ARRANGEMENTS

We advise companies and individual developers regarding the development and protection of intellectual property.  Our services range from preparation of assignments of work product developed by employees and independent contractors to the negotiation of joint development agreements between commercial parties.  The subject of these arrangements has included software, artificial intelligence products and databases in a wide variety of industries and countries.


MERGERS & ACQUISITIONS

We have represented clients in both the acquisition and disposition of information technology business in the health care, insurance and securities industries.  Our services include due diligence to assure that critical assets are owned by the seller and have been properly protected by the seller and that third-party licenses are transferable.  Negotiation and documentation involves the scope of appropriate representations and warranties, assumption of customer agreements and indemnification provisions.


INTERNET ISSUES

The arena of electronic commerce generally, and the internet specifically, results in a wide range of legal issues and problems that fall outside traditional areas of corporate and intellectual property law.  We are at the forefront of offering legal advice to clients with respect to electronic commerce, including using and doing business on the internet and associated issues of contracting, advertising, intellectual property use and protection, privacy, security, encryption, jurisdiction, defamation, legislation, and civil and criminal liability.  Our representation includes successfully counseling Fortune 500 companies regarding cutting-edge issues arising in this relatively uncharted area of commerce.  Representative matters include negotiation of internet marketing agreements with the United States’ major internet service providers, strategic alliances involving group purchasing, content licensing, internet distribution arrangements, counseling with respect to internet antitrust issues, advice with respect to protection of software and information, counseling with respect to the export of software, development of information technology and email policies for U.S. and multi-national business entities, website review, and web hosting and development agreements.


OUTSOURCING
We are active in representing both providers and users of outsourcing services.  Our services in this area range from representing a new provider in structuring and negotiating the provision of services, to representation of Fortune 50 users of outsourcing services.


LICENSES

We have extensive experience in documenting license arrangements ranging from shrink-wrap and click-wrap licenses to fully negotiated master license agreements.  Members of our group draft and negotiate escrow arrangements, and are familiar with the related bankruptcy issues.


FINANCING

We have represented numerous companies, investors and underwriters in financing information technology ventures.  These transactions range from initial capitalization and first and second round venture capital through initial public offerings.  We have also represented lenders and borrowers in commercial bank financing and public offerings of debt.


TAX ISSUES

Lawyers in our Tax Department work closely with members of the our Group to minimize any adverse tax consequences of both routine and non-traditional transactions.  We have extensive experience in the state, local and federal tax aspects of information technology licensing, as well as structuring joint ventures, acquisitions and dispositions.  We have also designed and implemented ownership and licensing arrangements designed to provide favorable tax treatment.


GOVERNMENT CONTRACTS

Members of the Government Contracts Group work with information technology clients in preparing bids for government contracts, protesting awards and defending against such protests.


DISPUTE RESOLUTION

Members of our Trial Department have substantial experience in litigating disputes regarding the ownership of information technology and the related intellectual property rights.  Our representation includes advising major companies with respect to disputes involving the functionality of software and the quality of consulting services.  In addition to traditional litigation, our lawyers are experienced in arbitration, mediation and other forms of alternative dispute resolution.

 

Contacts

Health Client Services

McDermott Will & Emery

McDermott Will and Emery