4. Introduction To IT Contracts
Who Are We?
Strategic Sourcing
Indirect Purchasing
Procurement
Contract Department
Contract Negotiation Department
IT Contract Department
IT Vendor Management
IT Sourcing
IT
Vendor Management Organization (VMO)
Confidential Material 4
5. Introduction To IT Contracts
Your name
Company
Title
What organization do you report to
What you are hoping to learn
Confidential Material 5
6. Introduction to IT Contracts
“In business as in life, you don’t get
what you deserve, you get what you
negotiate”.
Chester Karrass
“90% of negotiation is preparation”.
Suzanne Harris
Confidential Material 6
7. IT Contracts and Deal Points
Contracts Commonly Used in IT
*Non Disclosure Agreement, NDA
Hardware Agreement
Telecom Agreement
*Master Services Agreement
*Statement of Work
*Software License Agreement
Software Maintenance Agreement
Software as a Service, SAS and Hosted
*Recommended contract templates
Confidential Material 7
8. IT Contracts and Deal Points
Non Disclosure Agreement:
Protect confidential information
Unilateral or bilateral
Confidential Material 8
9. IT Contracts and Deal Points
Nondisclosure Agreement
NDA is required before company confidential
information can be shared.
Defines Confidential Information
Work product resulting from or related to work or
projects performed
General or specific to a project
Time Based - when does it expire
Do you have an NDA on file that is sufficient?
Confidential Material 9
10. IT Contracts and Deal Points
Nondisclosure Agreement (cont’d)
Who’s Paper? Theirs or yours?
Term of the Agreement
Why have term?
What is long enough?
Defines What Is Confidential
Confidential information disclosed remains
property of the owner
Confidential Material 10
11. IT Contracts and Deal Points
Nondisclosure Agreement (cont’d)
Non compete using confidential information
Damages for breach
State Law Governing
What is the down side? They steal your
intellectual property!
Your Leverage: We can’t talk to sales
without one!
Confidential Material 11
12. IT Contracts and Deal Points
The Master Services Agreement
Confidential Material 12
13. IT Contracts and Deal Points
MSA
Master Services Agreement, MSA:
Professional Services
Contractors
Consultants
MSA is basis for support on all other agreements.
Defines the on-going relationship between the two
companies
We do not have to repeat these terms in each SOW.
Confidential Material 13
14. IT Contracts and Deal Points
MSA
Term and Termination:
Defines the effective date
Defines the term
May describe auto-renewal
Recommendation: Effective until cancelled.
Can be cancelled without cause by customer
with 30 days written notice.
Confidential Material 14
15. IT Contracts and Deal Points
MSA
Invoicing and payment
Payment Terms
Penalties for late payment
Confidentiality
Intellectual Property:
Ownership
Indemnity for use of IP
Non-solicitation
Confidential Material 15
16. IT Contracts and Deal Points
MSA
Warranty
Provides protection of the SP failing to
provide quality services against the SOW.
Provides language on notice of failure and
“reasonable” response to cure the failure.
Indemnification
Held harmless by SP
Limitation of Liability
Confidential Material 16
17. IT Contracts and Deal Points
MSA
Insurance
Lengthy clauses detailing types and amounts of
coverage required.
Professional Liability $5M
Commercial General Liability $5M
Worker’s Compensation Insurance
Employers Liability Insurance $1M
Automobile Liability Insurance $5M
Fidelity Insurance (fraud, dishonest or unauthorized acts)
Cyber Risk $5M
Confidential Material 17
18. IT Contracts and Deal Points
MSA
Independent Contractor:
Defines the Service Provider, SP, is not an
employee- important for tax purposes.
Defines Liability: Work Site Coverage is not
covered by customers worker’s compensation,
liability or other insurance. Requires SP to have
a significant amount of insurance coverage.
Risk Management
Confidential Material 18
19. IT Contracts and Deal Points
MSA
General Provisions:
Force Majeure (French for "superior force"), also known as cas
fortuit (French) or casus fortuitus (Latin)[1], is a common clause
in contracts which essentially frees both parties from liability or
obligation when an extraordinary event or circumstance beyond the
control of the parties, such as a war, strike, riot, crime, or an event
described by the legal term "act of God" (e.g., flooding, earthquake,
volcano), prevents one or both parties from fulfilling their obligations
under the contract. However, force majeure is not intended to excuse
negligence or other malfeasance of a party, as where non-
performance is caused by the usual and natural consequences of
external forces (e.g., predicted rain stops an outdoor event), or
where the intervening circumstances are specifically contemplated.
Don’t let things like “delayed transportation” slip in.
Confidential Material 19
21. IT Contracts and Deal Points
SOW
Statement Of Work:
Key components include
Effective Date: Term of the agreement
Identify Attachments
Project Description
Objectives
Status Reports
Acceptance Criteria
Project Assumptions
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22. IT Contracts and Deal Points
SOW
Statement Of Work:
Key components include (cont’d)
Attachments:
A-1 Project Status Report Form
A-2 Change Order Form
A-3 Travel Policy
Confidential Material 22
23. IT Contracts and Deal Points
SOW
Statement Of Work:
Key components include (cont’d)
Identify Key Roles and Assignments
Change Control
Pricing and payment
Termination
Total authorized dollars
Confidential Material 23
24. IT Contracts and Deal Points
SOW
Statement Of Work:
Key components include (cont’d)
Deliverables
Estimated Due date
Materials
Expenses
Maximum Amount Payable
Confidential Material 24
25. IT Contracts and Deal Points
SOW
Statement Of Work:
Key components include (cont’d)
Pricing methodology: Fixed fee versus
estimated dollar per hour -Not To Exceed
Are Travel and Expenses authorized? If
so, what is the Not To Exceed number?
Dependencies
Confidential Material 25
26. IT Contracts and Deal Points
SOW
Deliverables
Detailed description of Deliverables
Schedule of deliverables
Acceptance criteria for deliverables
Connection of payment tied to your
acceptance of deliverables
SLA's and penalties or credits for late or
unacceptable delivery
Confidential Material 26
27. IT Contracts and Deal Points
SOW
Most common deal points:
Clarity of scope
Delivery schedule
Locking in personnel by name
Fixed Fee versus Time and Materials
Expenses
Who’s travel policy
Change Order
Credits for late deliverables
Confidential Material 27
28. IT Contracts and Deal Points
SOW
Pros for Fixed Bid
Scope of work is clear
Deliverables are measurable
Timeliness is critical
Little chance of change in scope
Success is measured on the result
Clear picture of how much this costs
Confidential Material 28
29. IT Contracts and Deal Points
SOW
Negotiation Points:
Start With Your Templates
MSA on file or in conjunction with
Is software part of the deal
What is in it for them
Your estimate versus their bid
Determine risk factors
Confidential Material 29
30. IT Contracts and Deal Points
SOW
Cons For Fixed Bid
Scope is not certain
Supplier knows the scope is uncertain
Supplier inflates the price because of
the “unknown” and risk is shifted to him
It doesn’t meet the “reasonable” test
The “Change Order”
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31. IT Contracts and Deal Points
SOW
Pros for T & E Bid
Scope of work not clear
Nature of the work is transactional
Scope will be determined after work has begun
You want to pay as you go
Significant chance of change in scope
Success is measured by making progress
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32. IT Contracts and Deal Points
SOW
Cons For T & E Bid
Supplier is not motivated to complete
Could increase your cost
You hold most of the risk
Deliverables are clear
The “Change Order”
Confidential Material 32
33. IT Contracts and Deal Points
SOW
Negotiation tips for SOW’s
Each is unique
Diagnose which is better for your situation
Use
Competition
“Make in House”
Exceeds the Budget
Future business
Time
Authorized to negotiate and make concessions today
Confidential Material 33
34. IT Contracts and Deal Points
SOW
Negotiation tips for SOW’s
Consider
Use your contract template
Limit the scope and plan to add on as needed
Use acceptance criteria
Identify the personnel by name
Limit personnel changes using contract language
Estimate what it should be and negotiate for that
Expenses
Letter of Intent
Confidential Material 34
35. IT Contracts and Deal
Points
Software License Agreements
Confidential Material 35
36. IT Contracts and Deal
Points
Software License Agreement:
Your greatest leverage exists during
new acquisitions, or if there is the
threat of replacement .
Confidential Material 36
37. IT Contracts and Deal Points
SLA
Software License Agreements
First you get the pitch, promises, the power
points, the white papers, the demo, then…
The Contract
“Entire Agreement” means…..
Confidential Material 37
38. IT Contracts and Deal Points
SLA
Software License Agreements
One sided to protect the supplier
It takes time to identify and negotiate to eliminate
and minimize risk
The process takes time. Plan for it.
There is no perfect license model
Confidential Material 38
39. IT Contracts and Deal Points
SLA
Software License Agreements
Too simple: Lacks critical terms
Too Complex: Difficult to administer
Confidential Material 39
40. IT Contracts and Deal Points
SLA
The Contract
Definitions:
Affiliates, update, upgrade
Term and Termination:
Perpetual was the rule
Annual
Multiple year
Confidential Material 40
41. IT Contracts and Deal Points
SLA
Software License Agreements
Pricing, Payment and Delivery
Delivery
Invoices and payment
Related Services
Acceptance
Representations and Warranties
Confidential Material 41
42. IT Contracts and Deal Points
SLA
Software License Agreements
Indemnification
Confidential Information
Source code escrow
Dispute resolution
Assignment
Confidential Material 42
43. IT Contracts and Deal Points
SLA
Software License Agreements
90 day pilot
Metrics
Audits
True and True Down
May include maintenance terms or be
separate
Confidential Material 43
45. IT Contracts and Deal Points
SLA
Software License Agreements: Audits
Revenue stream
Costly
How often?
Most likely to?
If I outsource?
Confidential Material 45
46. IT Contracts and Deal Points
SLA
Software License Agreements: Audits
Contract Language
Notice
No interruption of work
Scope
Cost of the audit
Confidentiality
Effect of finding of out of compliance
Outsource provision
Confidential Material 46
47. IT Contracts and Deal Points
SLA
Software License Agreements: Audits
If you become knowledgeable:
Inform the CFO
Potential Liability
“Off Balance Sheet”
Confidential Material 47
48. IT Contracts and Deal Points
SLA
License Models
Named User
Concurrent-User
Role Based
Employee Based
Financial Based
Transaction Based
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49. IT Contracts and Deal Points
SLA
Named User
Advantage:
Traceability
Additions not required for multiple instances, failover or
backup
Easier when combining after a merger
Disadvantage:
Definitions of Name user can be misinterpreted
If the older, unused login ID’s the vendor could count
those as well
Multiple people can not user the same login ID
Confidential Material 49
50. IT Contracts and Deal Points
SLA
Concurrent User:
Cost effective for multiple time zones
Cost effective for the “occasional” user
Disadvantage:
Often this term is not well defined in he contract
and subject to interpretations (average users
versus maximum users)
Confidential Material 50
51. IT Contracts and Deal Points
SLA
Role Based:
Professional, employee, casual, normal, super
users
Multiple role-based user models reflect the value
used
Disadvantage:
Tracking usage can be difficult
It can be difficult to maintain the number of
licenses required for reach category
Contract language can be Material
Confidential
vague 51
52. IT Contracts and Deal Points
SLA
Employee Based
Advantage:
The number of employees reflect the value received
Simple model for tracking purposes
Simple contract language
Predicable increases and decreases
Disadvantage:
The term “employee” can have multiple definitions
The contract needs clear language about the impact of
employee downturn
If a merger or acquisition happens cost can go up
immediately
Confidential Material 52
53. IT Contracts and Deal Points
SLA
Financed Based Model
This model uses total revenue, operating budget, or
cost of goods sold.
Advantage:
The vendor can track the metrics for annual reports and public information.
Usually just one number to track
Easy to budget for
Disadvantage:
No correlation between revenue and value received
Customer cost of doing business can go up without a decrease in software
cost
Surveys show that customer is perception that this model increases cost
Confidential Material 53
54. IT Contracts and Deal Points
SLA
Transaction Based
This model is becoming popular in the application software
space.
Advantage:
Customers can negotiate the cost per transaction
Disadvantage:
Transaction costs may not accurately reflect the value
Often poorly defined in the contract
May be difficult to count
May vary from month to month, quarter to quarter making
budgeting difficult
Suppliers want increases but no decreases in cost
Confidential Material 54
55. IT Contracts and Deal Points
SLA
Items for consideration:
License Type ESD
Discount Payment due upon
Metrics Based acceptance testing
No cost for Development Indemnification
License Term and termination
No cost for cold server Bankruptcy
Escrow Assignment
Reporting
Confidential Material 55
56. IT Contracts and Deal Points
SLA
Software License Agreements
Price protection for future requirements
Third party usage (example: Outsource services
from India, China, Mexico)
Acceptance testing
Warranty
True Up
Audits
Confidential Material 56
57. IT Contracts and Deal Points
SLA
Negotiation Points To Consider
Who are the vendors under consideration
Is their more than one?
Could we “make” the solution?
What discounts have they offered?
When is their end of quarter, end of year?
Can you get a third party to provide contract
guidance?
What other motives does the supplier have?
Confidential Material 57
58. IT Contracts and Deal Points
Software Maintenance
Confidential Material 58
59. IT Contracts and Deal Points
Software Maintenance
General Guidelines for Software Maintenance
Ranges from 15% to 25%
Computed off of list or discounted price
Include price caps
Include language on what happens after caps
Include language to drop support on unused
Select the appropriate level
Penalties for not making SLA’s
Confidential Material 59
60. IT Contracts and Deal Points
Software Maintenance
Maintenance Agreements
Services:
Upgrades: Previous versions/platforms
supported
Customizations and required support
SLA's:
Term:
Pricing and Payment Term
Confidential Material 60
61. IT Contracts and Deal Points
Software Maintenance
Maintenance Agreements
Price Protection
CPI
Security/System Access:
Personnel/Subcontractors: No subcontractors
used unless authorized by your company
Co-terminus maintenance for staggered license
deployments.
Confidential Material 61
62. IT Contracts and Deal Points
Software Maintenance
Maintenance Agreements
Inventory review
Is it global?
Biggest spend
Same supplier versus same product analysis
Can we co-term agreements
Identify maintenance we wish to terminate
Confidential Material 62
63. IT Contracts and Deal Points
Software Maintenance
Software Maintenance and Shelfware
Standard Shelfware: Never deployed
Under-Utilized Shelfware: Little usage
Bundled Shelfware:
Purchased together but not all launched
Each software module is embedded
Shadow User Shelfware: Purchased for all geographies but
not fully deployed
Shadow Device Software: Licensed to run on several
devices, used on one
Confidential Material 63
64. IT Contracts and Deal Points
Software Maintenance
Finding Shelfware:
Why:
Reduce maintenance cost
Reduce administrative cost
Understand first hand what not to do in the
future with license agreements
Confidential Material 64
65. IT Contracts and Deal Points
Software Maintenance
Finding Shelfware:
How:
Make it visible
Follow the money
Analyze the user base
Check client, serve, mainframe and cloud
Confidential Material 65
66. IT Contracts and Deal Points
Software Maintenance
Actions on Identified Shelfware:
Renegotiate support
Stop using and cancel
Start using of the software to drive value
Lessons learned
Confidential Material 66
67. IT Contracts:
Sourcing and Information Technology
“A match made in heaven.”
S. Harris
“Begin with the end in mind”.
Stephen R. Covey
Author, The 7 Habits of Highly Effective People
Confidential Material 67
68. IT Contracts:
Sourcing and Information Technology
Mission statements drive goals.
Common goals drive teamwork.
Confidential Material 68
69. IT Contracts:
Sourcing and Information Technology
If 90 % of negotiation is preparation, then
internal preparation is the key to success.
Preparing with relationships
Preparing with data
Preparing with a strategy
Confidential Material 69
70. IT and Strategic Sourcing
Maturity Model
Maturity Model
Step A- Survival –Administrative interface with Purchasing
Step B- Aware — Realization that infrastructure and operations are critical to the business-continued administrative
interface with Purchasing
Step C- Committed — Moving to a managed environment, tactical interface with Purchasing
Step D- Proactive — Gaining efficiencies and service quality through standardization, policy development,
governance structures and implementation of proactive interfacing with tactical interface with Purchasing. The start of
cross-departmental process alignment.
Step E- Service-Alignment — Managing IT like a business; customer-focused; trusted IT service provider and
interface with Strategic Sourcing.
Step F- Business Partnership — Trusted partner to the business and sees Strategic Sourcing role for increasing
the value and competitiveness of the business process.
Confidential Material 70
71. IT Contracts:
Sourcing and Information Technology
Two Types of Negotiation
Internal Negotiation
External Negotiation
Confidential Material 71
72. IT Contracts:
Sourcing and Information Technology
STRATEGIC SOURCING and IT DEVELOPMENT
MODEL
Diagnose your relationship with IT to determine
how to negotiate with your internal
Customer/business partner:
Administrative or Tactical
Strategic
Confidential Material 72
73. IT Contracts:
Sourcing and Information Technology
Administrative or Tactical Role
Supports IT by:
Issuing purchase orders
Some administrative negotiation
Expediting orders
Clearing disputes with Accounts payable
Providing purchase order copies
Retaining documentation
Your Role: IT is your customer
Their Attitude: Just get it done!
Confidential Material 73
74. IT Contracts:
Sourcing and Information Technology
Strategic Support is being a Trusted Business
Partner
Attributes of Sourcing Support:
IT Knowledge
Strategic Plan
Budget
Shared Goals
Contract Expertise
Negotiation Skills
Confidential Material 74
75. IT Contracts:
Sourcing and Information Technology
Sourcing Managers preparation should:
Understand your company goals
What has happened so far
Budget
Technical specifications
Third party research
Time
Who are the major players
What do we want and need out of this?
Confidential Material 75
76. IT Contracts:
Sourcing and Information Technology
Supplier Negotiation:
Expert Negotiator: Understand sales tactics and how to
maneuver around them.
Planning: Acting as a partner with IT agrees on the
action plan between the supplier and the company.
Leadership: Takes the lead with the negotiation process.
Communication: The supplier sees you as the decision
maker and the central point of communication for
business issues. IT supports this by not allowing the
supplier to go around you.
Supplier Identification: Uses previous experience and
knowledge, including third party research, to identify
potential sources of supply.
Confidential Material 76
77. IT Contracts:
Sourcing and Information Technology
Supplier Negotiation:
Roles: Understands and clarifies roles and responsibilities
between the team members when necessary.
Teamwork: Attends IT planning and status meetings.
Sourcing: Understands the strategic plan and the
implications of how the plan impacts the sole and single
source limitations to supplier selection and negotiation.
Example: Oracle
Preparation: Understands and demonstrates the 90%
preparation rule.
Goal Accomplishment: Shares in credit and failure.
Confidential Material 77
78. IT Contracts:
Sourcing and Information Technology
Sourcing Manager Role For Projects:
Identifies the SME/PM goals and objectives
Contacts Legal for participation
RFP as required: example corporate policy:
3 bids for purchases over $100K)
Utilize your company standard contract templates
Non disclosure agreement
Master Services Agreement
Statement of work
Software license and maintenance agreement
Leadership for negotiating price, terms and conditions
Receives the teams final agreement
Administrative retention
Confidential Material 78
79. IT Contracts:
Sourcing and Information Technology
ROLES AND RESPONSIBILITES
Typical Cross Functional Sourcing Teams
Strategic Sourcing
“The Business” owner
IT Subject Matter Expert
IT Operations
Project Manager
Legal Counsel
Others as assigned
Confidential Material 79
80. IT and Strategic Sourcing
Development Model
Step A- Survival –Administrative interface with Purchasing.
Step B- Aware — Realization that infrastructure and operations are critical to
the business with continued administrative interface with Purchasing.
Step C- Committed — Moving to a managed environment, developing a
tactical interface with Purchasing.
Step D- Proactive — Gaining efficiencies and service quality through
standardization, policy development, governance structures and implementation
of proactive interfacing and tactical interface with Purchasing. The start of cross-
departmental process alignment.
Step E- Service-Alignment — Managing IT like a business; customer-focused;
trusted IT service provider and interface with Strategic Sourcing.
Step F- Business Partnership — Trusted partner to the business and sees
Strategic Sourcing role for increasing the value and competitiveness of the
business process and risk mitigation.
Confidential Material 80
81. IT Contracts:
Sourcing and Information Technology
TIPS FOR IMPROVING TEAMWORK
Understand their business
Develop your negotiation skills
Relationship building: Honey versus vinegar
Presentations: Get to know them
Ask for suggestions on how to improve the
working relationship
Confidential Material 81
82. IT Contracts:
Sourcing and Information Technology
TIPS FOR IMPROVING TEAMWORK (Cont’d)
Roles and Responsibilities
Corporate Policy
What is in it for them
Examples of wins and show value
Responding within their time frame
Understanding what you are buying
Don’t have bureaucratic procedures
Display leadership on business issues
Confidential Material 82
84. IT Contracts:
Sourcing and Information Technology
Soft Skills and Hard Skills
Driver
Analytical
Amiable
Expressive
Confidential Material 84
85. IT Contracts:
Sourcing and Information Technology
“The Social
Styles
Task
Handbook”
by Wilson ANALYTICAL DRIVER
Learning
Tell
Ask
AMIABLE EXPRESSIVE
People
Confidential Material 85
86. IT Contracts:
Sourcing and Information Technology
Preparing To Gain Contract Approval
Business Summary Template
Show the work
Show the savings
Approvals versus signature
How does the signatory want to interface?
Confidential Material 86
88. IT Contracts: Negotiation
Basics of Negotiation
Anybody can negotiate
Attitude
Preparation
Relationship Rule
Time
The Iceberg
Practice
Knowing what you are up against
Confidential Material 88
89. IT Contracts: Negotiation
How is IT negotiation different?
Reporting structure
Pace
Impact to the business
Cost and perception
Niche
Confidential Material 89
90. IT Contracts: Negotiation
Contract Templates:
Provides a baseline of terms acceptable
Provides a starting point in the RFP
Provides a a standardization of terms
which you are the expert
Confidential Material 90
91. IT Contracts: Negotiation
The power of attitude:
“They have more power than me.”
“It is just company money.”
“I can’t ask for that.”
“No time to plan.”
We lose sight of the fact that we are up
against a skilled negotiator.
Confidential Material 91
93. IT Contracts: Negotiation
Negotiation Points To Consider
Who are the internal players
Is the budget approved
When is it needed
What have we done so far
Is the project Formal or Informal
What are the goals of the business owners
What are the goals of the IT owners
What are your goals
Confidential Material 93
94. IT Contracts: Negotiation
Formal Informal
Formal Team Members as needed
Written Objective Fewer deciding members
Statement/Goals Renewals
Milestones and status Smaller new deals
Consensus Not seen as strategic
Slower Information, RFI
Strategic
Increased Visibility
Requires a fully documented
business case
Confidential Material 94
95. IT Contracts: Negotiation
How does the supplier prepare?
Starts with looking at your home page
Are you profitable
Do you have budget
Who will talk to him
What is their leverage
Who is the competition and what is their motivation
They start high to see what they can get
Confidential Material 95
96. IT Contracts: Negotiation
From the Software Sales Point of View:
They spend 90% of their time preparing
The “Real Estate” mind set
If we are:
Adversarial
Ask for unreasonable concessions
Don’t appear to be a decision maker
What do they do….
Confidential Material 96
97. IT Contracts: Negotiation
From the Software Sales Point of View:
What motivates them to give you the best deal?
What are the chances?
Real estate mind set
What about you motivates them to give you the
best deal?
Confidential Material 97
98. IT Contracts: Negotiation
From the Software Sales Point of View:
What about you motivates them to give you the
best deal?
Homework
Your business acumen
Their perception that you have decision making power
They are unable to go around you
You share what needs to be done to get it done
Tough, but respectful
Make reasonable requests
Know when enough is enough
Confidential Material 98
99. IT Contracts: Negotiation
From the Software Sales Point of View:
90 day increments
Predictable
Identify who has the relationship
Most have a significant base salary
License price versus maintenance cost
Lose early
Qualifying questions
Cross validate
Two weeks before end of quarter
Confidential Material 99
100. IT Contracts: Negotiation
From the Software Sales Point of View:
Professional Services
Scope
Risk
Deliverables
Acceptance
Dependencies
Penalties
Confidential Material 100
102. IT Contracts: Negotiation
From the Software Sales Point of View:
VSOE: Vendor Specific Objective Evidence
What is it?
How does it impact software sales and
contracts?
AICPA Statement Of Position (SOP) 97-2, Software Recognition
Confidential Material 102
103. IT Contracts: Negotiation
From the Software Sales Point of View:
VSOE: Vendor Specific Objective Evidence
Example:
Customized or configured software delivered but requires
professional services
Software Agreement
SOW
Example:
Software shipped to the VAR or SP
Parked software
Confidential Material 103
104. IT Contracts: Negotiation
From the Software Sales Point of View:
“What don’t we ask Sales that we should?”
Confidential Material 104
105. IT Contracts: Negotiation
From the Software Sales Point of View:
Our Preparation:
What questions do we ask Sales?
Confidential Material 105
106. IT Contracts: Negotiation
What should we be asking Sales?
“Help me understand….
“What are the discount thresholds?”
“What puts me in a different tier?”
“Every company is different, how does your work?”
“We appreciate the time you have spent getting to
understand us and our requirements. I would like
to understand how to best work with your
company.”
Confidential Material 106
107. IT Contracts: Negotiation
What Sales people want to say to us….
Adversarial
Your professional acumen
Reasonable
Ask for it all but….
Maintenance discounts
My concession on free professional services
When you ask to change your sales person
What is in it for me!
Confidential Material 107
108. IT Contracts: Negotiation
Negotiation
Opening, Target and Bottom Line
The power of competition
Consolidation: Co-terminus maintenance
Using competition (when you don’t have it)
The power of time
Silence
Third party research
Focusing communication
Confidential Material 108
109. IT Contracts: Negotiation
Negotiation
Opening, Target and Bottom Line
55% with metrics
65% with metrics
82% with metrics
90% with no metrics
Confidential Material 109
111. IT Contracts: Negotiation
Competition:
Do they know it? And can you keep it from
them if they don’t?
If they don’t know, act as if there is
competition
If they do know it acknowledge it
Confidential Material 111
112. IT Contracts: Negotiation
Consider using the following:
We may not buy it at all
It may exceed our budget
We may elect to make it in house
It may not be confirmed in our Strategic Plan
We need to make the decision or recommendation now
Don’t call him back
Tell him you that there is a perception that other
customers of his received a better deal
Confidential Material 112
114. IT Contracts: Negotiation
Negotiation
The power of time
$1.1M in professional services
Opening $800K
Target $900K
Bottom line $1.1M
Confidential Material 114
118. IT Contracts: Negotiation
Negotiation
The power of third party research
$100M list price enterprise software
No price protection for future purchases
Opening: asking for three years
Target: One year
Bottom Line: No years
Achieved:
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Benefits of Gartner or other third party
services:
Annual named user seat holder license
Research papers on specific technologies
“Magic Quadrant” for suppliers
Analyst provide guidance:
Pros and Cons
Pricing
BIC Contract terms
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Third party research benefits:
Who are the major players
How are the major players ranked
Leaders, niche, visionaries, challengers
Pricing targets
Contract term targets
Negotiating tactics
The suppliers motivation
Changing product line
Competition is coming
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121. IT Contracts: Negotiation
Third Party Research Telecom:
Add a business technology migration clause
Add a business downturn clause
Add a rate review clause
Data circuits: identify and negotiate the biggest
usage
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122. IT Contracts: Negotiation
Tactics
The power of “We don’t need it”.
The power of “We are thinking of making it
internally.”
Good guy, bad guy
Asking Sales, “What is the best you have ever
given another customer like me?”
Asking Sales, “How are you compensated?”
The budget
Requiring higher authority approval, reluctantly
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125. IT Contracts: Negotiation
Formal Project
Scope:
Develop the team
Objective Statement:
Musts Versus Wants
Develop the objectives
Request For Proposal
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126. IT Contracts: Negotiation
Preparation For Formal Project
Part One:
PMO Leads
The Objective Statement
“To select the best software application to manage OUR
Company financial operations”.
Musts and Wants
Selection of who is on the bid list
Consider incumbents, suggestions from research with
third parties, suggestions from team
RFP- include your contract templates
Taylor questions so that answers will be quantifiable
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Preparation For A Formal Project
Part Two:
Analyze the responses
Provide a copy to your third party adviser (Gartner)
Determine the two (or one) on the short list
Spreadsheet their offer(s) against your goal
Review with Legal
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Negotiation Points:
Type:
Enterprise, single user, concurrent
Does the supplier offer different choices?
What are the costs of these choices?
What is the strategic plan?
Why are you recommending one of the other?
Ownership Language:
What happens if you are sold or taken over?
“Sure, I will sell it to you again!”
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129. IT Contracts: Negotiation
Part Three
Schedule a negotiation preparation meeting
Identify items for negotiation
Legal
Business
Opening, target and bottom line
Who is on the negotiation team (roles)
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131. IT Contracts: Negotiation
Term
License Models: Grant Of Usage
Enterprise
Perpetual
Annual
Concurrent User
Term per user
Which one for which deal?
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132. IT Contracts: Negotiation
Example One: Maintenance Cost
Four Years ago bought a $5.0 M software license
package (perpetual) with maintenance cost of $1.0
M per year
Maintenance is up for renewal in 3 months
In 3 months it is the suppliers end of quarter
License Application suite is for Marketing
Documentation showed 10 different applications
Supplier threw in the other 8 for “free”
This is called “shelfware”.
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Maintenance Cost: Preparation Meeting
Meet with IT and reviewed the history
Did we still need it?
Will we need it in the future?
Can we buy another product cheaper?
How many times have we called for support or updated:
How many of the ten applications have we launched?
Will we ever want the other eight?
Cancellation Requirement: Requires a thirty day written
notice
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134. IT Contracts: Negotiation
Maintenance Cost: Planning
Communication
Timing
Sourcing to contact supplier and convey:
Shock
Opening
Communication
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135. IT Contracts: Negotiation
Maintenance Cost: Supplier Response
First thing supplier does
SME calls Sourcing
IT steps in
Supplier provides first offer
Asks about internal process
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Maintenance Cost: Our Response
CIO does not take rushes on his desk.
30 day cancellation letter
Call the supplier
We don’t need it for that price.
What we are ready to do
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138. IT Contracts: Negotiation
Example Two: Enterprise Software
List Price $100M
Iceberg
Preparation
Delivery
Results
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Example Three: ESD
Three year agreement showing “Deliver Media”
Total Tax implication: $900K.
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Example Four: ABC John’s
Hosted solution
Incumbent, 10% reduction last year
Renewal is due in < three months
Preparation
Tactics Used
Result
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Example Five: Financial Systems Software
Incumbent
Annual software maintenance renewal in three
months
Preparation
Tactics Used
Result
Supplier response
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Preparation
Research the Current Situation
Is there a budget, if so what is it?
Understand what you are buying
What has already been done by IT
What are their goals?
Make or Buy
Sole, single or multi source
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Research the supplier base
IT recommendations
Gartner For IT Leaders
Forrester
Tower Group
Supplier websites
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Cost Savings:
Hard Cost Savings
From budget
From previous buy
From first proposal
*What you caused to happen
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Cost Savings:
Soft Cost Savings
Payment terms
Penalties for late
Limited potential future increases
*What you caused to happen
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148. Summary
Each contract is different
Goal alignment
Preparation is key to success
Practice negotiation
Declare Hard and Soft cost savings
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149. Summary
Suggestions:
Compile data on renewals
Look for co-terminus opportunities
Look for “shelfware”
ESD
Use third parties
Sharpen the Saw on soft and hard skills
Strive to be “Strategic”
Create or review templates
Use formulas or definitions for cost savings
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150. Summary
Training For IT Contracts
Shadow others
Contract Templates, line by line
Learn how to research sources of supply
Develop a process to determine financial stability
Attend IT meetings
Ask to see the strategic plan and understand the budget
Network with those that know how
Teach someone
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151. Time For Q & A
Questions and Answers
Contact me at:
Suzanne Harris
suzanneha@yahoo.com
Cell 831 332 3450
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