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Taming The Maintenance Monster

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St. Louis, MO
June 14, 2018

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HoteLumière and Casino
999 N. 2nd St. | St. Louis, MO 63102
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  • Understand your options
  • Identify negotiation leverage
  • Maximize your contractual flexibility
  • Avoid common pitfalls
  • Draft meaningful service levels
  • Set clear software maintenance goals
  • Understand the role of source code escrow
  • Negotiate more favorable terms and conditions


For many organizations, negotiating a new software maintenance agreement can be a daunting task. The issues are complex, and the time and expertise required to do the deal properly are frequently in short supply. As a result, the vendor’s standard maintenance agreement is often signed…as is!

However, your best chance to protect your interests occurs before the initial contract is executed. After that, it becomes tougher and tougher with each passing year to negotiate any significant concessions from the vendor upon renewal…if you even bother to try.

Taming the Maintenance Monster focuses on drafting and negotiating new software maintenance agreements, helping you get it right the first time.

CTPE ICN courses qualify for CTPE credits. Caucus awards up to 12.5 continuing education hours to attendees of this workshop toward their Certified Technology Procurement Executive certification.
C.P.M. Those successfully completing this workshop can receive up to 12.5 C.P.M. points. ISM’s consent to award points is not an endorsement of this program or its contents.
C.L.E. Those successfully completing this workshop can receive up to 13.5 C.L.E. units.

Workshop Outline

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Level Setting

  • What vendor MX is not
    • Panacea
    • Insurance or annuity
    • Substitution for good contract negotiations
  • Usual components of standard MX
    • Patches, workarounds
    • Bug fixes
    • Support (phone, email, onsite, etc.)
    • Updates, Upgrades
    • Version releases
    • Other entitlements
  • If MX were an IT service project


Sample MX problems


  • Historical context
  • Sold with FUD
  • Non-negotiable
  • Not Cancellable, park-able, nor partionable
  • Re-instatement fees & other games
  • Direct Costs – ever escalating
  • Indirect costs
  • Payment terms
  • Service Levels
  • Remedies for Service Levels
  • Custom code
  • Forced upgrades
  • Minimal flexibility/locked in
  • Vendor chooses MX provider
  • MX Data and information
  • Sudden loss of MX

Parameters for MX solutions

  • Address actual MX needs
  • Positive ROI
  • Demonstrated business case
  • Set clear goals for MX
    • Envision the future state
    • Buy only MX needed
    • Pay only for actual use
    • Reduce customer costs
    • Require Service Levels
    • Other accountability
    • Require & enforce Remedies
    • Flexibility & change control
    • Data preservation
    • Customer long term learning
    • Preparation for replacement MX provider
  • Draft MX contract philosophies
  • Plan MX negotiation strategies
  • Protect against M.A.D. & other threats to our SW investment
  • Build in flexibility/change control

Assess your current MX rights

  • Where are your current MX rights found?
    • Governing laws
    • Software license
    • Other license agreements
    • MX exhibits and MX contracts
  • Governing laws
    • Copyright
    • Patent
    • Trade secret
    • Trademark
    • i-Limits
  • Samples of software licenses and other license-based agreements
  • Existing MX provisions
  • Past & current practices between parties
    • Status Update Meetings
    • Information exchanges
    • Reporting
    • Other actions

Improving your MX rights

  • Option-1: vendor offer
  • Option 2: negotiate the offer
  • Other possible options
    • Customer-provided MX
    • 3rd party-provided MX
    • Professional services agreement with Vendor
    • Periodically re-buy SW
    • Combination
  • Common negotiated improvements
  • How source code rights can help MX


Negotiate IP for better MX


  • License grant
  • Authorized users
  • Customer Data
  • Who selects MX provider
  • Right to continuation of MX
  • Source code escrow
  • Other provisions


Update ops practice for better MX


  • Be strategic
  • Create customer RACI
  • Deal with legacy SW agreement
  • Require accountability
  • Monitor Service Levels
  • Enforcing Remedies
  • Appropriate payment terms
  • Obtain Customer Data
  • Other contract management

MX for SaaS and other cloud services

  • How does MX apply to cloud services
  • What MX is needed for cloud services?
  • MX offered by cloud service providers?
  • How do MX needs differ from vendor offers?
  • Cloud service MX negotiating strategies

De-monsterfying MX summary checklist

Click here for a print friendly course outline