Negotiation

Selection

Tapping

Supplemental web tools

Implementation

Lease vs. License Agreement.

Third Party software sold as part of the package.

 Patent, Copyright, Trade Secret, and Trademark Laws. (If the software supplier violates any of these, and the software needs to be removed, should the software supplier refund a percentage of the implementation costs as well as the software costs?)

 Indemnifications and remedies.

 Escrow clause (if required).

 Warranties (Including specification of software to judge warranty against – How do representations given to the Customer during demos get attached to the contract?).

 Custom modification definitions, descriptions, and timeframes. (Including whether or not they are covered by the warranty provisions)

 Training (Off-site vs. On-site)

 Other standard T’s and C’s.

Support services and times available.

Annual costs including minor and major upgrades in the future.

When does the first years maintenance begin? (Preferably at the end of the warranty period, but most suppliers want it to start earlier)

Costs and methodology for Third Party software support.

What versions of the software are supported by the contract.

Cost (Initial and future recurring costs – Including caps, incentives and decentives for implementation costs, and server transfer fees)

Cost of future additional users.  (Some companies sell in blocks and not one at a time, usually at a higher price than the original user costs.  Negotiate up front!!)

Ability to put copies of the software and the 3^rd party software being purchased onto a back-up server at no additional fee.

Terms and Acceptance criteria.  Delivery and install date for software (When does the clock start ticking on acceptance criteria and maintenance agreements).

“Commercially reasonable efforts” vs. “Best effort” in remedy clauses.

Understand the software providers Tactics, Industry, Timing, Strength’s and Weaknesses.

Review contracts and prepare points requiring negotiation, including initial and fallback positions.