SlideShare ist ein Scribd-Unternehmen logo
1 von 151
Downloaden Sie, um offline zu lesen
NEGOTIATION SKILLS FOR
INFORMATION TECHNOLOGY
      CONTRACTS

      June 24, 2009
     Suzanne Harris
    Newport Beach, CA

         Confidential Material   1
NEGOTIATION SKILLS FOR
INFORMATION TECHNOLOGY
       CONTRACTS

        Welcome!
   Institute For Supply
       Management

           Confidential Material   2
Agenda
Introductions
Basic IT Contracts and Deal Points
Sourcing and Information Technology
Negotiation
Summary
Question and Answers


             Confidential Material    3
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
Introduction To IT Contracts
Your name
Company
Title
What organization do you report to
What you are hoping to learn



                   Confidential Material   5
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
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
IT Contracts and Deal Points
 Non Disclosure Agreement:

 Protect confidential information
 Unilateral or bilateral




                Confidential Material   8
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
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
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
IT Contracts and Deal Points
 The Master Services Agreement




              Confidential Material   12
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
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
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
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
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
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
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
IT Contracts and Deal Points
            SOW




           Confidential Material   20
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
                     Confidential Material   21
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
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
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
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
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
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
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
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
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”
                Confidential Material   30
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



                     Confidential Material       31
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
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
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
IT Contracts and Deal
       Points

Software License Agreements




         Confidential Material   35
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
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
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
IT Contracts and Deal Points
                SLA
Software License Agreements

 Too simple: Lacks critical terms



 Too Complex: Difficult to administer

                    Confidential Material   39
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
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
IT Contracts and Deal Points
                SLA
Software License Agreements
 Indemnification
 Confidential Information
 Source code escrow
 Dispute resolution
 Assignment
                   Confidential Material   42
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
IT Contracts and Deal Points

 Audits




            Confidential Material   44
IT Contracts and Deal Points
                SLA
Software License Agreements: Audits
  Revenue stream
  Costly
  How often?
  Most likely to?
  If I outsource?


                   Confidential Material   45
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
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
IT Contracts and Deal Points
                SLA
License Models
  Named User
  Concurrent-User
  Role Based
  Employee Based
  Financial Based
  Transaction Based
                      Confidential Material   48
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
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
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
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
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
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
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
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
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
IT Contracts and Deal Points
   Software Maintenance




           Confidential Material   58
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
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
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
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
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
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
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
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
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
IT Contracts:
Sourcing and Information Technology

 Mission statements drive goals.
 Common goals drive teamwork.




               Confidential Material   68
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
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
IT Contracts:
Sourcing and Information Technology

 Two Types of Negotiation

   Internal Negotiation

   External Negotiation




                 Confidential Material   71
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
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
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
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
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
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
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
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
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
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
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
IT Contracts:
Sourcing and Information Technology

   Soft Skills and Hard Skills




                Confidential Material   83
IT Contracts:
Sourcing and Information Technology

     Soft Skills and Hard Skills

Driver
Analytical
Amiable
Expressive


                  Confidential Material   84
IT Contracts:
      Sourcing and Information Technology

“The Social
  Styles
                                 Task
  Handbook”
  by Wilson         ANALYTICAL          DRIVER
  Learning
                                                     Tell
              Ask
                    AMIABLE             EXPRESSIVE


                                   People
                          Confidential Material             85
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
IT Contracts: Negotiation
.




             Confidential Material   87
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
IT Contracts: Negotiation
How is IT negotiation different?

 Reporting structure
 Pace
 Impact to the business
 Cost and perception
 Niche
                 Confidential Material   89
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
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
IT Contracts: Negotiation
 The Iceberg Rule




              Confidential Material   92
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
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
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
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
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
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
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
IT Contracts: Negotiation
From the Software Sales Point of View:

 Professional Services
   Scope
   Risk
   Deliverables
   Acceptance
   Dependencies
   Penalties

                     Confidential Material   100
IT Contracts: Negotiation
From the Software Sales Point of View:



                 VSOE



                   Confidential Material   101
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
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
IT Contracts: Negotiation
From the Software Sales Point of View:

  “What don’t we ask Sales that we should?”




                       Confidential Material   104
IT Contracts: Negotiation
From the Software Sales Point of View:

 Our Preparation:
   What questions do we ask Sales?




                      Confidential Material   105
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
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
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
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
IT Contracts: Negotiation
Negotiation
 The power of competition




                      Confidential Material   110
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
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
IT Contracts: Negotiation
Negotiation
 The power of time




                     Confidential Material   113
IT Contracts: Negotiation
Negotiation
 The power of time

 $1.1M in professional services
 Opening $800K
 Target $900K
 Bottom line $1.1M


                       Confidential Material   114
IT Contracts: Negotiation
Negotiation
 The power of silence




                        Confidential Material   115
IT Contracts: Negotiation
Negotiation
 The power of silence

 House hunting
 S250K offer




                        Confidential Material   116
IT Contracts: Negotiation
Negotiation
 The power of third party research




                       Confidential Material   117
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:
                          Confidential Material   118
IT Contracts: Negotiation
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

                           Confidential Material   119
IT Contracts: Negotiation
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

                                Confidential Material   120
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



                       Confidential Material         121
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
                       Confidential Material        122
IT Contracts: Negotiation




            Confidential Material   123
IT Contracts: Negotiation

Preparation For Formal Project




              Confidential Material   124
IT Contracts: Negotiation
Formal Project
 Scope:
 Develop the team
 Objective Statement:
 Musts Versus Wants
 Develop the objectives
 Request For Proposal


                          Confidential Material   125
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
                           Confidential Material            126
IT Contracts: Negotiation
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

                         Confidential Material       127
IT Contracts: Negotiation
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!”

                      Confidential Material       128
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)

                     Confidential Material   129
IT Contracts: Negotiation
Part Four
  Meet with the supplier
  Reassess
  Repeat until concluded




                      Confidential Material   130
IT Contracts: Negotiation
Term
  License Models: Grant Of Usage
   Enterprise
   Perpetual
   Annual
   Concurrent User
   Term per user
 Which one for which deal?
                Confidential Material   131
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”.

                                 Confidential Material   132
IT Contracts: Negotiation
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

                           Confidential Material         133
IT Contracts: Negotiation
Maintenance Cost: Planning
 Communication
 Timing
 Sourcing to contact supplier and convey:
   Shock
   Opening
   Communication


                      Confidential Material   134
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



                        Confidential Material   135
IT Contracts: Negotiation
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



                     Confidential Material   136
IT Contracts: Negotiation
Maintenance Cost: Supplier Response
 Supplier submits
 Expedite

 Savings is $800K annually



                  Confidential Material   137
IT Contracts: Negotiation
Example Two: Enterprise Software
List Price $100M

 Iceberg
 Preparation
 Delivery
 Results
                   Confidential Material   138
IT Contracts: Negotiation
Example Three: ESD
 Three year agreement showing “Deliver Media”
 Total Tax implication: $900K.




                     Confidential Material      139
IT Contracts: Negotiation
Example Four: ABC John’s
 Hosted solution
 Incumbent, 10% reduction last year
 Renewal is due in < three months
 Preparation
 Tactics Used
 Result

                     Confidential Material   140
IT Contracts: Negotiation
Example Five: Financial Systems Software
 Incumbent
 Annual software maintenance renewal in three
 months
 Preparation
 Tactics Used
 Result
 Supplier response
                     Confidential Material      141
IT Contracts: Negotiation
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

                   Confidential Material   142
IT Contracts: Negotiation
 Research the supplier base
   IT recommendations
   Gartner For IT Leaders
   Forrester
   Tower Group
   Supplier websites



                Confidential Material   143
IT Contracts: Negotiation
Cost Savings:

Hard Cost Savings

Soft Cost Savings


                    Confidential Material   144
IT Contracts: Negotiation
Cost Savings:
Hard Cost Savings
  From budget
  From previous buy
  From first proposal
*What you caused to happen

                 Confidential Material   145
IT Contracts: Negotiation
Cost Savings:
Soft Cost Savings
   Payment terms
   Penalties for late
   Limited potential future increases

*What you caused to happen
                    Confidential Material   146
IT Contracts: Negotiation
Cost Savings:

  What is the biggest problem here?




                 Confidential Material   147
Summary
 Each contract is different
 Goal alignment
 Preparation is key to success
 Practice negotiation
 Declare Hard and Soft cost savings



               Confidential Material   148
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


                           Confidential Material   149
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

                          Confidential Material          150
Time For Q & A
Questions and Answers

Contact me at:
           Suzanne Harris
       suzanneha@yahoo.com
         Cell 831 332 3450


                 Confidential Material   151

Weitere ähnliche Inhalte

Andere mochten auch

Andere mochten auch (14)

Ag Mech Digital Syllabus
Ag Mech Digital SyllabusAg Mech Digital Syllabus
Ag Mech Digital Syllabus
 
Pp Resume Slide Jul.09
Pp Resume Slide Jul.09Pp Resume Slide Jul.09
Pp Resume Slide Jul.09
 
6 Words - MHS Culture Camp
6 Words - MHS Culture Camp6 Words - MHS Culture Camp
6 Words - MHS Culture Camp
 
FOTO RARE
FOTO RAREFOTO RARE
FOTO RARE
 
Your First Home
Your First HomeYour First Home
Your First Home
 
Act2 Tomas Gonzalvo
Act2 Tomas GonzalvoAct2 Tomas Gonzalvo
Act2 Tomas Gonzalvo
 
Rock Star Selling
Rock Star SellingRock Star Selling
Rock Star Selling
 
Home Seller Seminar
Home Seller SeminarHome Seller Seminar
Home Seller Seminar
 
The Solar System
The Solar SystemThe Solar System
The Solar System
 
Digital Textbooks
Digital TextbooksDigital Textbooks
Digital Textbooks
 
Digital Textbook Presentation
Digital Textbook PresentationDigital Textbook Presentation
Digital Textbook Presentation
 
VIEWLEX # 08
VIEWLEX # 08VIEWLEX # 08
VIEWLEX # 08
 
Diapo Test
Diapo TestDiapo Test
Diapo Test
 
Rapport PFE Génie Electrique (2016)
Rapport PFE Génie Electrique (2016)Rapport PFE Génie Electrique (2016)
Rapport PFE Génie Electrique (2016)
 

Ähnlich wie ISM Presentation July 2009 Acrobat

Misa cloud computing workshop lhm final
Misa cloud computing workshop   lhm finalMisa cloud computing workshop   lhm final
Misa cloud computing workshop lhm finalLou Milrad
 
Legal Challenges in Contracting for Cloud Services
Legal Challenges in Contracting for Cloud ServicesLegal Challenges in Contracting for Cloud Services
Legal Challenges in Contracting for Cloud ServicesLou Milrad
 
Aavenir.com mastering it contracts management tips to optimize it vendor mana...
Aavenir.com mastering it contracts management tips to optimize it vendor mana...Aavenir.com mastering it contracts management tips to optimize it vendor mana...
Aavenir.com mastering it contracts management tips to optimize it vendor mana...Aavenir
 
Procurement Of Software And Information Technology Services
Procurement Of Software And Information Technology ServicesProcurement Of Software And Information Technology Services
Procurement Of Software And Information Technology ServicesPeister
 
C:\Fakepath\Cloud Computing Mitigating Risk Fmb 0110
C:\Fakepath\Cloud Computing   Mitigating Risk   Fmb   0110C:\Fakepath\Cloud Computing   Mitigating Risk   Fmb   0110
C:\Fakepath\Cloud Computing Mitigating Risk Fmb 0110guestd7fc9c
 
IT Equipment and Services Agreements: Contractual Pitfalls and How to Avoid Them
IT Equipment and Services Agreements: Contractual Pitfalls and How to Avoid ThemIT Equipment and Services Agreements: Contractual Pitfalls and How to Avoid Them
IT Equipment and Services Agreements: Contractual Pitfalls and How to Avoid ThemMeyers Nave
 
webbased contract management tool
webbased contract management toolwebbased contract management tool
webbased contract management tooldauwie
 
DocStation contractmanagement
DocStation contractmanagementDocStation contractmanagement
DocStation contractmanagementdauwie
 
E-governance Project Contract Development: Challenges and How to Overcome Them
E-governance Project Contract Development: Challenges and How to Overcome ThemE-governance Project Contract Development: Challenges and How to Overcome Them
E-governance Project Contract Development: Challenges and How to Overcome ThemPrakash Kumar
 
Contracts 101 PJM400 Mod6
Contracts 101 PJM400 Mod6Contracts 101 PJM400 Mod6
Contracts 101 PJM400 Mod6KHogan62
 
[SirionLabs Webinar] Faster Contracts, Better Contracts: Eliminating the Fric...
[SirionLabs Webinar] Faster Contracts, Better Contracts: Eliminating the Fric...[SirionLabs Webinar] Faster Contracts, Better Contracts: Eliminating the Fric...
[SirionLabs Webinar] Faster Contracts, Better Contracts: Eliminating the Fric...SirionLabs
 
Sussex 2015 Contractual Awareness
Sussex   2015 Contractual AwarenessSussex   2015 Contractual Awareness
Sussex 2015 Contractual AwarenessRob Driscoll
 
Contract Basics for Credit Unions
Contract Basics for Credit UnionsContract Basics for Credit Unions
Contract Basics for Credit Unionslspasser
 
[ON-DEMAND RECORDING] Deep Impact: Is Your Manufacturing Company On A Collisi...
[ON-DEMAND RECORDING] Deep Impact: Is Your Manufacturing Company On A Collisi...[ON-DEMAND RECORDING] Deep Impact: Is Your Manufacturing Company On A Collisi...
[ON-DEMAND RECORDING] Deep Impact: Is Your Manufacturing Company On A Collisi...Rea & Associates
 
Basic Contract Law for PMs webinar Part 2: Building a contract, 6 March 2018
Basic Contract Law for PMs webinar Part 2: Building a contract, 6 March 2018Basic Contract Law for PMs webinar Part 2: Building a contract, 6 March 2018
Basic Contract Law for PMs webinar Part 2: Building a contract, 6 March 2018Association for Project Management
 
10 07-14 hosting con europe 2014 presentation unannotated
10 07-14 hosting con europe 2014 presentation unannotated10 07-14 hosting con europe 2014 presentation unannotated
10 07-14 hosting con europe 2014 presentation unannotatedwdsnead
 
Cutting To The Chase: Cloud From A Customers Perspective
Cutting To The Chase: Cloud From A Customers PerspectiveCutting To The Chase: Cloud From A Customers Perspective
Cutting To The Chase: Cloud From A Customers PerspectiveJanine Anthony Bowen, Esq.
 
Common Mistakes Attorneys [and Their Clients] Make Drafting and Negotating Co...
Common Mistakes Attorneys [and Their Clients] Make Drafting and Negotating Co...Common Mistakes Attorneys [and Their Clients] Make Drafting and Negotating Co...
Common Mistakes Attorneys [and Their Clients] Make Drafting and Negotating Co...ASpacone
 
Neojurix contract management
Neojurix contract managementNeojurix contract management
Neojurix contract managementNehaa Satalkar
 

Ähnlich wie ISM Presentation July 2009 Acrobat (20)

Misa cloud computing workshop lhm final
Misa cloud computing workshop   lhm finalMisa cloud computing workshop   lhm final
Misa cloud computing workshop lhm final
 
Legal Challenges in Contracting for Cloud Services
Legal Challenges in Contracting for Cloud ServicesLegal Challenges in Contracting for Cloud Services
Legal Challenges in Contracting for Cloud Services
 
Aavenir.com mastering it contracts management tips to optimize it vendor mana...
Aavenir.com mastering it contracts management tips to optimize it vendor mana...Aavenir.com mastering it contracts management tips to optimize it vendor mana...
Aavenir.com mastering it contracts management tips to optimize it vendor mana...
 
Procurement Of Software And Information Technology Services
Procurement Of Software And Information Technology ServicesProcurement Of Software And Information Technology Services
Procurement Of Software And Information Technology Services
 
C:\Fakepath\Cloud Computing Mitigating Risk Fmb 0110
C:\Fakepath\Cloud Computing   Mitigating Risk   Fmb   0110C:\Fakepath\Cloud Computing   Mitigating Risk   Fmb   0110
C:\Fakepath\Cloud Computing Mitigating Risk Fmb 0110
 
IT Equipment and Services Agreements: Contractual Pitfalls and How to Avoid Them
IT Equipment and Services Agreements: Contractual Pitfalls and How to Avoid ThemIT Equipment and Services Agreements: Contractual Pitfalls and How to Avoid Them
IT Equipment and Services Agreements: Contractual Pitfalls and How to Avoid Them
 
webbased contract management tool
webbased contract management toolwebbased contract management tool
webbased contract management tool
 
DocStation contractmanagement
DocStation contractmanagementDocStation contractmanagement
DocStation contractmanagement
 
E-governance Project Contract Development: Challenges and How to Overcome Them
E-governance Project Contract Development: Challenges and How to Overcome ThemE-governance Project Contract Development: Challenges and How to Overcome Them
E-governance Project Contract Development: Challenges and How to Overcome Them
 
Contracts 101 PJM400 Mod6
Contracts 101 PJM400 Mod6Contracts 101 PJM400 Mod6
Contracts 101 PJM400 Mod6
 
[SirionLabs Webinar] Faster Contracts, Better Contracts: Eliminating the Fric...
[SirionLabs Webinar] Faster Contracts, Better Contracts: Eliminating the Fric...[SirionLabs Webinar] Faster Contracts, Better Contracts: Eliminating the Fric...
[SirionLabs Webinar] Faster Contracts, Better Contracts: Eliminating the Fric...
 
Sussex 2015 Contractual Awareness
Sussex   2015 Contractual AwarenessSussex   2015 Contractual Awareness
Sussex 2015 Contractual Awareness
 
Contract Basics for Credit Unions
Contract Basics for Credit UnionsContract Basics for Credit Unions
Contract Basics for Credit Unions
 
[ON-DEMAND RECORDING] Deep Impact: Is Your Manufacturing Company On A Collisi...
[ON-DEMAND RECORDING] Deep Impact: Is Your Manufacturing Company On A Collisi...[ON-DEMAND RECORDING] Deep Impact: Is Your Manufacturing Company On A Collisi...
[ON-DEMAND RECORDING] Deep Impact: Is Your Manufacturing Company On A Collisi...
 
Basic Contract Law for PMs webinar Part 2: Building a contract, 6 March 2018
Basic Contract Law for PMs webinar Part 2: Building a contract, 6 March 2018Basic Contract Law for PMs webinar Part 2: Building a contract, 6 March 2018
Basic Contract Law for PMs webinar Part 2: Building a contract, 6 March 2018
 
Contracts: The Basics
Contracts: The Basics Contracts: The Basics
Contracts: The Basics
 
10 07-14 hosting con europe 2014 presentation unannotated
10 07-14 hosting con europe 2014 presentation unannotated10 07-14 hosting con europe 2014 presentation unannotated
10 07-14 hosting con europe 2014 presentation unannotated
 
Cutting To The Chase: Cloud From A Customers Perspective
Cutting To The Chase: Cloud From A Customers PerspectiveCutting To The Chase: Cloud From A Customers Perspective
Cutting To The Chase: Cloud From A Customers Perspective
 
Common Mistakes Attorneys [and Their Clients] Make Drafting and Negotating Co...
Common Mistakes Attorneys [and Their Clients] Make Drafting and Negotating Co...Common Mistakes Attorneys [and Their Clients] Make Drafting and Negotating Co...
Common Mistakes Attorneys [and Their Clients] Make Drafting and Negotating Co...
 
Neojurix contract management
Neojurix contract managementNeojurix contract management
Neojurix contract management
 

ISM Presentation July 2009 Acrobat

  • 1. NEGOTIATION SKILLS FOR INFORMATION TECHNOLOGY CONTRACTS June 24, 2009 Suzanne Harris Newport Beach, CA Confidential Material 1
  • 2. NEGOTIATION SKILLS FOR INFORMATION TECHNOLOGY CONTRACTS Welcome! Institute For Supply Management Confidential Material 2
  • 3. Agenda Introductions Basic IT Contracts and Deal Points Sourcing and Information Technology Negotiation Summary Question and Answers Confidential Material 3
  • 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
  • 20. IT Contracts and Deal Points SOW Confidential Material 20
  • 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 Confidential Material 21
  • 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” Confidential Material 30
  • 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 Confidential Material 31
  • 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
  • 44. IT Contracts and Deal Points Audits Confidential Material 44
  • 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 Confidential Material 48
  • 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
  • 83. IT Contracts: Sourcing and Information Technology Soft Skills and Hard Skills Confidential Material 83
  • 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
  • 87. IT Contracts: Negotiation . Confidential Material 87
  • 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
  • 92. IT Contracts: Negotiation The Iceberg Rule Confidential Material 92
  • 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
  • 101. IT Contracts: Negotiation From the Software Sales Point of View: VSOE Confidential Material 101
  • 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
  • 110. IT Contracts: Negotiation Negotiation The power of competition Confidential Material 110
  • 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
  • 113. IT Contracts: Negotiation Negotiation The power of time Confidential Material 113
  • 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
  • 115. IT Contracts: Negotiation Negotiation The power of silence Confidential Material 115
  • 116. IT Contracts: Negotiation Negotiation The power of silence House hunting S250K offer Confidential Material 116
  • 117. IT Contracts: Negotiation Negotiation The power of third party research Confidential Material 117
  • 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: Confidential Material 118
  • 119. IT Contracts: Negotiation 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 Confidential Material 119
  • 120. IT Contracts: Negotiation 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 Confidential Material 120
  • 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 Confidential Material 121
  • 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 Confidential Material 122
  • 123. IT Contracts: Negotiation Confidential Material 123
  • 124. IT Contracts: Negotiation Preparation For Formal Project Confidential Material 124
  • 125. IT Contracts: Negotiation Formal Project Scope: Develop the team Objective Statement: Musts Versus Wants Develop the objectives Request For Proposal Confidential Material 125
  • 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 Confidential Material 126
  • 127. IT Contracts: Negotiation 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 Confidential Material 127
  • 128. IT Contracts: Negotiation 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!” Confidential Material 128
  • 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) Confidential Material 129
  • 130. IT Contracts: Negotiation Part Four Meet with the supplier Reassess Repeat until concluded Confidential Material 130
  • 131. IT Contracts: Negotiation Term License Models: Grant Of Usage Enterprise Perpetual Annual Concurrent User Term per user Which one for which deal? Confidential Material 131
  • 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”. Confidential Material 132
  • 133. IT Contracts: Negotiation 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 Confidential Material 133
  • 134. IT Contracts: Negotiation Maintenance Cost: Planning Communication Timing Sourcing to contact supplier and convey: Shock Opening Communication Confidential Material 134
  • 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 Confidential Material 135
  • 136. IT Contracts: Negotiation 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 Confidential Material 136
  • 137. IT Contracts: Negotiation Maintenance Cost: Supplier Response Supplier submits Expedite Savings is $800K annually Confidential Material 137
  • 138. IT Contracts: Negotiation Example Two: Enterprise Software List Price $100M Iceberg Preparation Delivery Results Confidential Material 138
  • 139. IT Contracts: Negotiation Example Three: ESD Three year agreement showing “Deliver Media” Total Tax implication: $900K. Confidential Material 139
  • 140. IT Contracts: Negotiation Example Four: ABC John’s Hosted solution Incumbent, 10% reduction last year Renewal is due in < three months Preparation Tactics Used Result Confidential Material 140
  • 141. IT Contracts: Negotiation Example Five: Financial Systems Software Incumbent Annual software maintenance renewal in three months Preparation Tactics Used Result Supplier response Confidential Material 141
  • 142. IT Contracts: Negotiation 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 Confidential Material 142
  • 143. IT Contracts: Negotiation Research the supplier base IT recommendations Gartner For IT Leaders Forrester Tower Group Supplier websites Confidential Material 143
  • 144. IT Contracts: Negotiation Cost Savings: Hard Cost Savings Soft Cost Savings Confidential Material 144
  • 145. IT Contracts: Negotiation Cost Savings: Hard Cost Savings From budget From previous buy From first proposal *What you caused to happen Confidential Material 145
  • 146. IT Contracts: Negotiation Cost Savings: Soft Cost Savings Payment terms Penalties for late Limited potential future increases *What you caused to happen Confidential Material 146
  • 147. IT Contracts: Negotiation Cost Savings: What is the biggest problem here? Confidential Material 147
  • 148. Summary Each contract is different Goal alignment Preparation is key to success Practice negotiation Declare Hard and Soft cost savings Confidential Material 148
  • 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 Confidential Material 149
  • 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 Confidential Material 150
  • 151. Time For Q & A Questions and Answers Contact me at: Suzanne Harris suzanneha@yahoo.com Cell 831 332 3450 Confidential Material 151