Job Summary
The Senior Corporate Counsel is a critical member of the Legal team and serves as a practical, business-oriented advisor to stakeholders across the Company. This position manages, reviews, negotiates, and drafts a broad range of commercial and technology agreements, with primary responsibility for PMS and vendor contracts. The position also oversees the contract database, establishes and maintains processes to promote complete and accurate contract records, and ensures the database is kept current. The Senior Corporate Counsel provides legal advice at all levels of the Company on commercial contracting, software, SaaS and cloud licensing, intellectual property, HIPAA, data privacy and security, information security, healthcare regulatory requirements, and related matters, and mentors junior legal and contracting personnel.
Responsibilities & Tasks
- Manage, review, negotiate, and draft PMS and vendor contracts and related documents, including master services agreements, statements of work, amendments, data protection agreements, NDAs, business associate agreements, software, and SaaS, cloud and hosting agreements, licensing agreements, API and integration agreements, data use and data licensing agreements, reseller, channel and partnership agreements, professional services and implementation agreements, order forms, and other commercial terms, on both the buy side and the sell side.
- Advise internal business clients and executives regarding contractual rights, obligations, and deadlines, legal and business risks, negotiation strategy, and practical solutions that appropriately balance risk and business objectives.
- Oversee administration and governance of the contract database; ensure contract records and key metadata are complete, accurate, timely, and consistently maintained; coordinate updates, quality-control reviews, and remediation of incomplete or inaccurate records.
- Provide legal analysis and support on applicable laws, regulations, and industry guidance, including HIPAA and HITECH, state privacy and consumer health data laws, Anti-Kickback Statute and Stark Law considerations, state pharmacy practice and telepharmacy requirements, privacy and security, intellectual property, software licensing, and other corporate or compliance matters; advise on technology-specific contracting issues, including license scope, open-source software compliance, artificial intelligence and machine learning terms (training data rights, model output ownership, and permitted use restrictions), de-identified and aggregated data rights, security and privacy exhibits (including SOC 2 and HITRUST expectations), service levels and service credits, audit rights, and subprocessor flow-downs; support corporate transactions, including contract diligence, assignment and change-of-control analysis, and integration of acquired contract portfolios; deliver contracting training and enablement to business teams; and mentor contract professionals.
- Develop, maintain, and improve contract templates, playbooks, approval workflows, policies, and processes to improve consistency, efficiency, visibility, and compliance across the contracting lifecycle.
Knowledge and Requirements
- Work cross-functionally to analyze legal and commercial risks, devise practical solutions, and develop strong, trusted-advisor relationships.
- Apply advanced knowledge of commercial contracting principles and technical concepts to manage a high volume of agreements and complex projects.
- Demonstrate strong drafting and negotiation skills for PMS, software, SaaS, cloud, data, and vendor agreements, including the ability to identify and clearly communicate material legal, operational, privacy, security, financial, and compliance risks, and to resolve technical contracting issues such as license scope, intellectual property ownership, open-source compliance, artificial intelligence and data rights, interoperability and integration obligations, and service-level commitments.
- Maintain strong attention to detail and disciplined contract lifecycle management practices, including accurate entry and maintenance of contract records, metadata, obligations, renewal dates, amendments, and supporting documentation in the contract database.
- Establish and perform periodic quality-control reviews of the contract database and promptly correct or coordinate correction of missing, outdated, duplicative, or inaccurate information.
- Develop and improve contract templates, clause libraries, negotiation playbooks, approval standards, and contracting procedures.
- Manage competing priorities and deadlines independently while appropriately escalating material or unusual issues.
- Communicate effectively and professionally with internal stakeholders and external business and legal teams.
- Apply effective risk-management techniques and provide proactive, pragmatic, and business-oriented advice.
- Exercise sound judgment, discretion, professional ethics, and integrity.
- Assist with additional corporate, privacy, security, and compliance matters as assigned.
- Apply practical knowledge of pharmacy management system, electronic health record, and health information technology business models, including integration, interoperability, data exchange, and hosting arrangements.
Education & Experience Requirements
- Juris Doctor degree from an accredited law school.
- Active membership in good standing in at least one U.S. state bar, or eligibility to register as in-house counsel in the applicable jurisdiction.
- Minimum of 5 years of relevant legal experience, ideally including a combination of law firm and in-house experience in a technology, healthcare, pharmacy, or similarly regulated business.
- Substantial experience drafting and negotiating complex commercial agreements, including vendor, technology, SaaS, cloud and hosting, data licensing, services, and partnership agreements, as primary negotiator, including security, privacy, and service-level terms; experience with PMS contracts preferred.
- Experience administering or overseeing a contract lifecycle management system or contract database, including responsibility for data accuracy, document completeness, reporting, and ongoing maintenance.
- Working knowledge of HIPAA, data privacy, information security, intellectual property, and software licensing issues.
- Proven ability to work efficiently and provide entrepreneurial, pragmatic, business-oriented advice that appropriately balances legal risk and business objectives.
- Excellent written and verbal communication, organization, negotiation, project-management, and attention-to-detail skills.
- Experience advising on intellectual property licensing, open-source compliance, and emerging artificial intelligence issues in commercial agreements.
- Hands-on experience with l legal technology, responsible use of artificial intelligence contract review and drafting tools.
