MARCELLA HEIN
Senior Associate
(312) 857-2530 (312) 857-2530
MARCELLA HEIN Senior Associate
Marcella Hein focuses her practice on a variety of domestic and international transactional matters, including technology transactions, global sourcing engagements, strategic alliances, software licensing, open source licensing, SaaS agreements and complex commercial transactions.  She assists clients with the development and implementation of information and data security programs for privacy compliance, software licensing programs, and commercial contracting policies and procedures. 

Marcella has extensive experience advising on the roll-out of new service offerings in the technology industry.  She also regularly works on the productive resolution of contractual disputes.

Recommended in the US Legal 500 for her work in the Technology: Outsourcing area, Marcella is able to consistently translate business concerns into legal action items.  She is appreciated for her ability to work with business professionals to identify their baseline concerns and goals for an initiative, and then design a balanced plan that meets their specific needs.

A solution-driven team player, Marcella participates as an active member of the business team rather than like a traditional outside lawyer.  Of particular note, Marcella often brings a process consultant mentality to the practice of law, balancing legal risk with business reward.

Prior to joining Kelley Drye, Marcella served as corporate counsel for a national midsized technology and management consulting firm.  In that capacity, she worked on a variety of issues with the business teams in the development of templates and compliance programs for existing and new practice areas, training non-lawyers on contracting policy and strategy, and negotiating hundreds of professional services, technology transactions and vendor agreements (as well as managing insurance, employment and most other everyday legal issues of a midsized company).  This experience allows her to better serve clients because she understands that a creative and solution-driven mindset is the best way to support business.
 

Professional Activities

Legal Writing at Chicago-Kent College of Law, adjunct professor, 2014

Women in Law Empowerment Forum, member

“Brown Bag” Webinar Subcommittee, Coalition of Women’s Initiatives in Law, co-chair, 2015
 

Community Activities

Erie Neighborhood House – Bridge a Path to Citizenship Initiative, pro bono attorney volunteer

Anti-Cruelty Society of Chicago, development council member
 
Represented a large outsourcing firm in a multiyear, multibillion-dollar service agreement to provide third-party administration (TPA) services in support of Medicare and Medicaid plans.

Represented a large outsourcing firm in a multiyear, near-billion-dollar transformational BPO/ITO services contract.

Advised a financial services firm on the use of open source components in a SaaS trading platform in connection with a merger, and after extensive analysis of the open source components and licenses.

Developed software licensing, distribution and resale guidelines and templates for a midsize information technology consulting firm and for a large financial services company, including provisions related to cloud computing.

Drafted and negotiated hundreds of agreements for the provision of information technology services in a variety of industries, including health care, retail, energy, state and local government, banking and financial services.

Advised a large rail industry client on the sale and reverse license of proprietary software, as well as an appropriate transition service agreement to separate sold software from remaining systems and platforms.

Drafted and negotiated multiple agreements for the third-party distribution of a client’s software product outside of the United States.

Developed a strategic consulting alliance between a midsized, management/technology consulting firm based in North America and a large management/technology consulting firm working predominately in Europe.  The alliance included 1) processes for referring work on a priority basis between the firms, 2) payment of associated fees, 3) cross-licensing of intellectual property, and 4) processes for sharing knowledge capital.

Created an Information and Data Security program, including training materials, for a midsized consulting firm with banking, health care and government contracting practice areas.

Represented a midsized consulting firm in the negotiation of a multiyear, multimillion-dollar project management contract for a municipality’s roll-out of a DOE grant-funded smart grid implementation.
 

Recommended in US Legal 500 for her work in the Technology–Outsourcing area, 2015 and 2017.

About

Marcella Hein focuses her practice on a variety of domestic and international transactional matters, including technology transactions, global sourcing engagements, strategic alliances, software licensing, open source licensing, SaaS agreements and complex commercial transactions.  She assists clients with the development and implementation of information and data security programs for privacy compliance, software licensing programs, and commercial contracting policies and procedures. 

Marcella has extensive experience advising on the roll-out of new service offerings in the technology industry.  She also regularly works on the productive resolution of contractual disputes.

Recommended in the US Legal 500 for her work in the Technology: Outsourcing area, Marcella is able to consistently translate business concerns into legal action items.  She is appreciated for her ability to work with business professionals to identify their baseline concerns and goals for an initiative, and then design a balanced plan that meets their specific needs.

A solution-driven team player, Marcella participates as an active member of the business team rather than like a traditional outside lawyer.  Of particular note, Marcella often brings a process consultant mentality to the practice of law, balancing legal risk with business reward.

Prior to joining Kelley Drye, Marcella served as corporate counsel for a national midsized technology and management consulting firm.  In that capacity, she worked on a variety of issues with the business teams in the development of templates and compliance programs for existing and new practice areas, training non-lawyers on contracting policy and strategy, and negotiating hundreds of professional services, technology transactions and vendor agreements (as well as managing insurance, employment and most other everyday legal issues of a midsized company).  This experience allows her to better serve clients because she understands that a creative and solution-driven mindset is the best way to support business.
 

Professional Activities

Legal Writing at Chicago-Kent College of Law, adjunct professor, 2014

Women in Law Empowerment Forum, member

“Brown Bag” Webinar Subcommittee, Coalition of Women’s Initiatives in Law, co-chair, 2015
 

Community Activities

Erie Neighborhood House – Bridge a Path to Citizenship Initiative, pro bono attorney volunteer

Anti-Cruelty Society of Chicago, development council member
 

Experience

Represented a large outsourcing firm in a multiyear, multibillion-dollar service agreement to provide third-party administration (TPA) services in support of Medicare and Medicaid plans.

Represented a large outsourcing firm in a multiyear, near-billion-dollar transformational BPO/ITO services contract.

Advised a financial services firm on the use of open source components in a SaaS trading platform in connection with a merger, and after extensive analysis of the open source components and licenses.

Developed software licensing, distribution and resale guidelines and templates for a midsize information technology consulting firm and for a large financial services company, including provisions related to cloud computing.

Drafted and negotiated hundreds of agreements for the provision of information technology services in a variety of industries, including health care, retail, energy, state and local government, banking and financial services.

Advised a large rail industry client on the sale and reverse license of proprietary software, as well as an appropriate transition service agreement to separate sold software from remaining systems and platforms.

Drafted and negotiated multiple agreements for the third-party distribution of a client’s software product outside of the United States.

Developed a strategic consulting alliance between a midsized, management/technology consulting firm based in North America and a large management/technology consulting firm working predominately in Europe.  The alliance included 1) processes for referring work on a priority basis between the firms, 2) payment of associated fees, 3) cross-licensing of intellectual property, and 4) processes for sharing knowledge capital.

Created an Information and Data Security program, including training materials, for a midsized consulting firm with banking, health care and government contracting practice areas.

Represented a midsized consulting firm in the negotiation of a multiyear, multimillion-dollar project management contract for a municipality’s roll-out of a DOE grant-funded smart grid implementation.
 

Honors

Recommended in US Legal 500 for her work in the Technology–Outsourcing area, 2015 and 2017.

Speaking Engagements