Microsoft - strategic alliance with Telstra
We were Microsoft’s external counsel on its strategic alliance with Telstra, Australia’s largest telecommunications company. The alliance involves co-operation in three key areas:
- Telstra will resell Microsoft’s cloud computing (hosted application) services in Australia as part of its T-Suite offering, focussing on the small-medium enterprise market
- Telstra will offer Windows Mobile devices tightly integrated into Exchange e-mail servers, either hosted by corporate customers, or by Microsoft
- Unified communications: Telstra and Microsoft will work to integrate Telstra’s IP telephony services with Microsoft’s Office communication technology, allowing click to call, the ability to see when contacts are available or offline, as well as instant messaging and video-conferencing.
The importance of the alliance was emphasised by the participation of Microsoft’s CEO, Steve Ballmer, at Telstra’s November 2008 conference for investors.
Lead partner: Patrick Gunning.
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Microsoft - government licensing deals
We represented Microsoft in two strategic licensing deals with Australian governments. The first was a volume sourcing agreement with the Australian government. This was the first ‘co-ordinated procurement’ on behalf of all federal government agencies following the recommendations of Sir Peter Gershon in his 2008 review of the Australian government’s use of information and communications technology.
The agreement puts in place a framework, through to 2013, for the acquisition of perpetual licences for Microsoft software by all federal government agencies who wish to participate. The second strategic licensing transaction we acted on was Microsoft’s agreement with the New South Wales Department of Education. That transaction allows the New South Wales government to offer laptops to more than 200,000 students.
Both of these transactions were strategically important to Microsoft’s Australian business.
Lead partner: Patrick Gunning.
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Superpartners - Core Systems and enterprise resource planning (ERP) Replacement Projects
Superpartners is Australia’s largest administrator of superannuation funds. These projects involved the replacement of Superpartners’ core funds administration platform and the implementation of a SAP ERP system.
We worked with Superpartners to negotiate innovative licensing and support arrangements with SyncSoft and SAP for the selected systems and Master Services Agreements with Tata Consultancy Services and CSC, who are the systems integrator for the respective systems.
Lead partner: Mark Weber.
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Telstra - Commonwealth Bank of Australia (CBA) RFP For Telecommunications Services
CBA held a competitive tendering process for its telecommunications requirements. Telstra, Australia’s largest telecommunications company, responded to that tender and we assisted and advised Telstra on its response to the RFP process, including giving strategic advice on all aspects of Telstra’s response to the RFP and assisting with its negotiations with the bank.
Telstra was chosen by CBA as its preferred supplier, and the parties executed the agreement on 22 April 2009. Under the 10 year agreement, Telstra will deliver a range of next generation telecommunications services and capabilities and fully managed services to the bank and its branches, contact centres, EFTPOS network and non-branch ATMs.
This was a very significant matter for CBA and Telstra, and is one of the first transactions for the bank that aligns execution with business outcomes to ensure superior network performance and the provision of services designed to deliver CBA’s customer service and business objectives.
Lead partner: Anthony Borgese.
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United Energy Distribution (UED) - Smart Meter Procurement and OSA
Mallesons represented UED, one of Victoria’s electricity distribution businesses, in relation to the procurement and rollout of advanced interval electricity meters or “smart meters”. These new meters will replace meters at approximately 658,000 customer sites, involve the deployment of a new communications network, and the development and installation of new IT systems to support the rollout. It will be one of the earliest and largest rollouts of smart electricity meters globally.
UED will be the owner of the assets, being the smart meters. The procurement is being administered by UED’s outsourced service provider and is being undertaken jointly with another smaller Victorian electricity distribution business. Mallesons advised UED on strategy, structuring and the undertaking of the procurement, as well as the establishment of contractual and governance arrangements to protect UED’s interests. For example, we reviewed the progress of all negotiations and approved the final procurement contracts on behalf of UED
Lead partner: Cheng Lim.
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Victorian Arts Centre Trust - New Ticketing System
The Victorian Arts Centre Trust is an organisation created by the Victorian government to promote and present the performing arts in Victoria. It manages some of the leading arts venues in Australia and presents performances from organisations such as the Australian Opera, the Australian Ballet and the Melbourne Symphony Orchestra. Mallesons represented the Trust in its recent procurement of a new ticketing system to replace its previous ticketing arrangements with an international ticketing agency.
We advised the Trust on all aspects of the procurement, including the issue of the RFP, the assessment of proposals, and the negotiation of the final contracts. We continue to advise on all aspects of the ticketing project, including the transition from its previous ticketing arrangements, the drafting of new venue contracts, and the redevelopment of its website.
Lead partner: Cheng Lim.
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Xstrata - Outsourcing with Mincom
This project involved the replacement of Xstrata’s whole of business IT Outsourcing arrangement with CSC with a new multisourcing arrangement with Mincom and Datacom including a new service delivery model and structure for Xstrata’s delivery of IT services to its end users. This project also involved Mallesons assisting Xstrata with its disengagement from CSC who have been entrenched at Xstrata as Xstrata’s sole IT outsourcer since 2004.
Mallesons assisted the Xstrata team to achieve a strong commercial and legal arrangement with the new suppliers and a new service delivery structure and model (including a new service level and governance structure) to manage the multisource environment. Mallesons also assisted in minimising transition costs and assisting the effective management of disengagement with CSC through Xstrata’s existing contractual arrangements.
Lead partner: John Swinson.
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Queensland Treasury Department - Implementation of Revenue Management System with SAP
Queensland Treasury is implementing a leading edge revenue management system for use by the Office of State Revenue in conjunction with SAP Australia. The system includes functionality not previously implemented by SAP in Australia and will involve significant development and customisation work.
Mallesons assisted the Queensland Treasury to draft and negotiate the implementation agreement with SAP.
The project is critical to efficient revenue collection by the State of Queensland and accordingly the contractual framework needed to support an appropriate allocation of responsibility on the supplier for project delivery. We successfully negotiated a customised contract which is assisting the Office of State Revenue to manage the successful delivery of this project.
Lead partner: Nicole Heller.
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Telstra Corporation Limited - Shared Hosting agreement with WebCentral
Mallesons acted for Telstra on the renegotiation of its vendor arrangements for web hosting and domain name registration services. This is a key vendor arrangement which underpins Telstra’s consumer and small business web hosting and domain name products.
We are continuing to act on an ongoing basis on the introduction of new web hosting and domain name products and services.
We provided a one stop shop for Telstra in relation to these arrangements, assisting with all aspects of the deal, including drafting front-end customer terms, drafting and negotiating vendor contracts and providing regulatory advice regarding the hosting product. Our team was across the entire transaction, ensuring that our advice was relevant and appropriate to Telstra’s commercial objectives.
In particular, we were able to assist Telstra in negotiating complex billing agency arrangements and treatment of business units as separate entities under the one agreement
Lead partner: Nicole Heller.
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RP Data Strategic Alliance with realestate.com.au
Mallesons acted for RP Data on the negotiation of a strategic alliance and a data and content licensing alliance with realestate.com.au.
RP Data provides information solutions to the Australian property industry and its business is based on having access to the best quality property information data. This project was critical for RP Data to secure continued ongoing access to listings data from realestate.com.au and to develop new opportunities to strengthen and broaden its business.
We were able to use our depth of knowledge of RP Data's business to successfully negotiate a strategic alliance agreement, a data licence agreement and a content licence agreement targeted to RP Data’s key business growth strategies and providing flexibility for a fast changing and competitive environment. Our client and realestate.com.au both see great benefits flowing to the Australian property market from these alliance and licensing arrangements.
Lead partner: John Swinson.
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Woolworths Limited (Woolworths)
Mallesons assists Woolworths on a regular basis on its IT and procurement transactions. We have also assisted Woolworths with preparing its standard agreement library. Transactions on which we have advised include software licensing, services agreements and equipment purchases, including Woolworths’ agreements with SAP for the technology that underpins Woolworths’ enterprise merchandising system, Cisco, IBM and Fujitsu.
Lead partner: Anthony Borgese.
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Tabcorp - casinos management system acquisition
Tabcorp is a leading Australian gaming group, whose casinos division earns approximately 40 per cent of group revenue. Tabcorp’s casinos division has been investing in its casinos, particularly the expansion and refurbishment of its Sydney-based casino, Star City. As part of that initiative Tabcorp acquired a casino management system from Konami, for deployment in each of its four Australian casinos.
The mission critical system, which provides real-time monitoring of slot machines on the gaming floor, needed to be customised for Tabcorp’s requirements, including those imposed by local regulators. We worked closely with Tabcorp’s procurement and technology team to draft and negotiate the contract, and assisted with the process of obtaining regulatory approval. Our role as legal advisor on Star City’s licence renegotiations with the New South Wales government, which are essential to the investment case for the expansion of the casino, enhanced the value we contributed to the Konami transaction.
Lead partner: Patrick Gunning.