Situation: Client separating from larger health care system
- Three hospital health care system disaffiliating
- Client was smallest of three entities, disproportionately reliant on parent organization
- Constituent organizations built and maintained joint data center and technology platform, which needed to be divided to enable disaffiliation
- Parent organization insisted upon payment of outstanding inter-company indebtedness
- All negotiations made more complex because some negotiations were among former health system entities, and some were between the former health system and its chosen outsource vendor
Legal issues:
- Former parent effectively threatens ongoing viability of client’s IT infrastructure and potentially its ability to provide patient care
- Client need to negotiate division of assets and phase out of existing IT infrastructure and support from former parent organization
- Need to negotiate with vendor to outsource data center operations
- Negotiations were made more complex because some negotiations were adversarial among the disaffiliating partners
- Client needed to independently replace hardware and software platform, including
- license clinical, financial, radiology, laboratory and departmental systems
- Need to negotiate with parent transitional arrangements pending cut over to negotiated systems pending go-live of its new IT infrastructure
- System transition could not impair patient care or ability of client to bill and collect for its services
Legal solutions/strategies:
- Collaborate with health system team on negotiation of replacement outsourced data center meeting all IT needs
- Negotiate with outsource vendor for specific client needs
- Negotiate with software providers for clinical and financial IT licenses on an urgent basis to implement new platform
- Negotiate with former parent organization for temporary continuance of access to former data and support platform during transition to new platform
Outcome:
Successful implementation of new IT infrastructure
