Master Contract Review and Negotiation for Software Agreements

Optimize spend with significant cost savings and negotiate from a position of strength.


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Your Challenge

  • Internal stakeholders usually have different – and often conflicting – needs and expectations that require careful facilitation and management.
  • Vendors have well-honed negotiating strategies. Without understanding your own position and leverage points, it’s difficult to withstand their persuasive – and sometimes pushy – tactics.
  • Software – and software licensing – is constantly changing, making it difficult to acquire and retain subject matter expertise.

Our Advice

Critical Insight

  • Conservatively, it’s possible to save 5% of the overall IT budget through comprehensive software contract review.
  • Focus on the terms and conditions, not just the price.
  • Learning to negotiate is crucial.

Impact and Result

  • Look at your contract holistically to find cost savings.
  • Guide communication between vendors and your organization for the duration of contract negotiations.
  • Redline the terms and conditions of your software contract.
  • Prioritize crucial terms and conditions to negotiate.


  • Christiaan Murphy, Global Software Category Manager at CGI
  • Jeffery I. Gordon, SVP, author of Software Licensing Handbook & Mortgage Lending Vendor Operations Manager at BT&T
  • David W. Tollen, Attorney at Law & Founder at Sycamore Legal, P.C.

Get the Complete Storyboard

See how all the steps you need to take come together, with tools and advice to help with each task on your list.

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Get to Action

Guided Implementation icon Guided Implementation

This guided implementation is a six call advisory process.

    Guided Implementation #1 - Gather requirements

  • Call #1: Define business use case and build stakeholder team

  • Call #2: Evaluate initial proposal

  • Guided Implementation #2 - Redline contract

  • Call #1: Review terms and conditions

  • Call #2: Validate requirements and incorporate into redlined contract

  • Guided Implementation #3 - Negotiate contract

  • Call #1: Develop a negotiation strategy

  • Call #2: Review final proposal

Onsite Workshop

Module 1: Collect and Review Data

The Purpose

  • Assemble documentation.

Key Benefits Achieved

  • Understand current position before going forward.

Activities: Outputs:
1.1 Assemble existing contracts.
1.2 Document their strategic and tactical objectives.
1.3 Identify current status of the vendor relationship and any historical context.
1.4 Clarify goals for ideal future state.
  • Business Use Case

Module 2: Define Business Use Case and Build Stakeholder Team

The Purpose

  • Define business use case and build stakeholder team.

Key Benefits Achieved

  • Create business use case to document functional and nonfunctional requirements.
  • Build internal cross-functional stakeholder team to negotiate contract.

Activities: Outputs:
2.1 Establish negotiation team and define roles.
  • RASCI Chart
2.2 Write communication plan.
  • Vendor Communication Management Plan
2.3 Complete business use case.
  • SaaS TCO Calculator
  • Software Business Use Case

Module 3: Redline Contract

The Purpose

  • Examine terms and conditions and prioritize for negotiation.

Key Benefits Achieved

  • Discover cost savings.
  • Improve agreement terms.
  • Prioritize terms for negotiation.

Activities: Outputs:
3.1 Review general terms and conditions.
3.2 Review license- and application-specific terms and conditions.
  • Software Terms & Conditions Evaluation Tool
3.3 Match to business and technical requirements.
  • Software Buyer’s Checklist
3.4 Redline agreement.

Module 4: Build Negotiation Strategy

The Purpose

  • Create a negotiation strategy.

Key Benefits Achieved

  • Establish controlled communication.
  • Choose negotiation tactics.
  • Plot negotiation timeline.

Activities: Outputs:
4.1 Review vendor- and application-specific negotiation tactics.
  • Contract Negotiation Tactics Playbook
4.2 Build negotiation strategy.
  • Controlled Vendor Communications Letter
  • Key Vendor Fiscal Year End Calendar

Workshop Icon Book Your Workshop

Onsite Workshops offer an easy way to accelerate your project. If you are unable to do the project yourself, and a Guided Implementation isn’t enough, we offer low-cost onsite delivery of our Project Workshops. We take you through every phase of your project and ensure that you have a road map in place to complete your project successfully.

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