Negotiating vendor contracts is arguably the most challenging task in the package selection process. A vendor contract, as you may know, is loaded with legalese and sometimes it feels that it protects the vendor more than it protects you, the customer. So what areas should you consider including in the contract that would ensure some level of security in your software purchase? Answer: (1) Acceptance criteria and (2) Vendor support and problem escalation process. Look for these two areas, and if they are not already included, make sure it gets into the contract before signing on the dotted line!
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Acceptance criteria is something you as a customer need to push for. The objective is to make sure that the software, after implementation, satisfies the needs and wants that you have established. Acceptance criteria usually focuses on usability, performance, compatibility and security. Here is potential language you can include in your contract:
a. DELIVERY AND ACCEPTANCE. VENDOR shall deliver the Licensed Software via FTP download and provide Documentation to CLIENT upon execution of this Agreement. Each Product shall be deemed accepted as defined in Product Acceptance upon the successful completion of Acceptance Testing conducted in accordance with CLIENT?s Acceptance Criteria. (**Product Acceptance and Warranty are not the same thing. Warranty follows successful Acceptance Testing.)
b. PRODUCT ACCEPTANCE
i. During the 120 (one-hundred twenty) calendar days following CLIENT?s installation of the Software, CLIENT will be subject to Acceptance Testing as defined in the Acceptance Criteria attachments (Attachment x-x) to determine that the Software is in substantial conformance with CLIENT?s requirements as evidenced by these Acceptance Criteria. If during the 120 day test period, CLIENT discovers an error in the Software or a substantial non-conformance to CLIENT?s requirements, CLIENT will notify VENDOR in writing accompanied by documentation ("Error Reports") evidencing such error or non-conformance.
ii. VENDOR shall provide CLIENT, or designee, a written remediation plan within three (3) business days of CLIENT?s submission of the respective Error Report.
iii. VENDOR shall provide CLIENT remedial Software within ten (10) business days of the Error Report submission whereupon CLIENT will initiate resumption of Acceptance Testing.
iv. If, within thirty (30) calendar days following receipt of CLIENT?s written Error Report, VENDOR fails to remedy the reported error or non-conformance, CLIENT shall be entitled to terminate this Agreement by written notice to VENDOR and subsequently return to VENDOR all copies and materials relating to the Software delivered to CLIENT under this Agreement.
If CLIENT, in accordance with Section1.3 Product Acceptance, terminates this Agreement, VENDOR shall refund all license fee amounts paid by CLIENT.
The excerpt above is just a suggestion, please make sure that you consult a lawyer before using the language suggested above.
Vendor support and problem escalation process is usually defined by the vendor and should be already outlined in the contract presented to you by the vendor. However, make sure that it meets your expectations and satisfaction level. The table below outlines the escalation procedures and the response time you can expect.
|
Severity |
Criteria |
Response
|
Resolution
|
|
Critical |
· Impacting a production environment · Causes a Severe impact on business operations of end customer (e.g. calls can not be completed or critical business processes are disabled). Alternatively, causes a severe impact on business operations of a service provider due to the accumulated impact on multiple customers. · Continuous or near continuous interruption of service · No workaround available |
60 Minutes (Critical issues must be reported or followed up via telephone) |
Vendor will continue to work on the problem until it is resolved or a workaround is provided. |
|
High |
· Impacting production or lab environment · In lab environment, causes a non-critical impact on development activity (jeopardizing production rollout). · In production environment, causes a non-critical impact on business operations of end customer (e.g. call processing altered in such a way as to degrade service quality or handling of business data) Alternatively, causes a non-critical impact on business operations of a service provider due to the accumulated impact on multiple customers. · Intermittent disruption of service · No stable workaround available |
4 Hours |
Vendor will make reasonable efforts to provide a correction or workaround within ten (10) business days. |
|
Medium |
· Impacting production or lab environment · In lab environment, causes a minor impact on development activity (does not jeopardize production rollout). · In production environment, causes a minor impact on business operations of end customer (e.g. minimal degradation of call processing or handling of call data) Alternatively, causes a minor impact on business operations of a service provider due to the accumulated impact on multiple customers. |
1 Day |
Vendor will make reasonable efforts to resolve the problem or provide a workaround if such problem has not been resolved in the next maintenance release of software |
|
Low |
· Impacting production or lab environment · In lab environment, causes little or no impact on development activity. · In production environment, causes little or no impact on business operations of end user. Alternatively, causes little or no impact on business operations of a service provider due to the accumulated impact on multiple customers. |
1 Week |
Vendor will make reasonable efforts to resolve the problem or provide a workaround if such problem has not been resolved in the next maintenance release of software |
Vyom is the Pittsburgh Branch Partner for Titan Technology Partners (http://www.s2v.com/) and provides thought leadership in the areas of E-Business, CRM, and IT Strategy to organizations and industry practitioners internal and external to Titan. Vyom can be contacted by email at [email protected].
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