Step 1: Refine Contract Objectives
One of the main objectives of a contract is reduce risks. The contract should eliminate or reduce ambiguities about who is supposed to do what, when and how well. The contract should also define what happens when either party fails to meet commitments. A contract may be unnecessary in a simple purchase; a purchase order may suffice. In complex situations, however, the buyer typically expects more than the vendor wants to commit. Both sides want to reduce their risk. Therefore, there is usually a need to enhance or modify the standard agreement normally proposed by the vendor.
Info-Tech Tip: Focus contract review and discussions on those areas that are of most importance in a purchase. Do not waste energy fighting irrelevant points.
Info-Tech Tip: Negotiation should not emphasize exceptions. The contract must clearly address what the vendor is to deliver, when, and at what level of quality.
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1.1 Establish Contract Negotiating Team
Two tools in OptimizeIT help organize an appropriate contract negotiating team. The first is a Contract Negotiating Team Selection Tool that assists in identifying who should be on the team. The second, Contract Negotiation Team: Rules of Engagement Checklist describes rules of conduct that can help focus the team on a common goal.
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1.2 Identify Objectives at Risk
Use OptimizeIT’s Contract Risk Assessment Tool to identify areas of risk that you should address in the contract.
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Step 2: Negotiate Contract Terms with Vendor
The process of negotiating a formal agreement or contract with a vendor is very important. It should lead to a common understanding of what the customer expects of the vendor, and the commitments the vendor is prepared to make. The process of negotiating a contract involves ensuring that the agreement addresses all key requirements and any concerns arising from the vendor evaluation.
Info-Tech Tip: For high-risk contracts, such as major custom application development, use professional legal counsel to review draft contracts.
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2.1 Review Proposed Contract
OptimizeIT’s Guide to Interpreting Standard Contracts provides guidance in how to interpret standard IT contract clauses.
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2.2 Negotiate Key Changes
The Contract Negotiation Plan can help organize all of the issues for negotiating a vendor contract. It provides a comprehensive checklist of issues and helps the evaluation team determine its target outcomes in negotiation.
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Step 3: Obtain Internal Approval and Complete Contract
Senior management or the Board must generally approve the more expensive IT contracts for signature. The contract negotiating team must convince management to approve the contract, even if the contract fails to address all objectives.
Info-Tech Tip: In some organizations, the senior approvers may want to review the vendor recommendation in some depth prior to beginning contract negotiations. They may then want another simpler review after the contract negotiations are complete. Use the step-by-step process in this section after completion of evaluation and before contract negotiation, if this is the case.
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3.1 Identify Influencers and Their Issues or Priorities
The Contract Approval Documentation Checklist provides a comprehensive guide to the type of information that is generally required to substantiate a contract approval request.
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3.2 Prepare Support Documentation for Contract
The Purchase Recommendation Template provides purchase approvers with all of the information generally required for them to thoroughly assess a proposed contract before approving it.
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3.3 Submit Contract and Support Documentation for Approval
Use OptimizeIT’s Contract Approval Form to record formal decisions regarding the signature of contracts. This provides an audit trail of the activities completed to justify a contract.
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