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CAUCUS Blog

The devil is in the derivative works!

The devil is in the derivative works!
Most, if not all, SW can and will be used in ways that generate what is arguably Derivative Works. Ownership of and usage rights in Derivative Works will almost always belong to the SW Vendor UNLESS clearly specified otherwise in the SW License Agreement. Every SW License Agreement should address this critical issue and none...
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Software Audits: End it write!

Software Audits: End it write!
During a SW Audit, a vigilant Customer can keep control and gain victories in limiting the Audit to the SW License Audit provisions. If not documented in writing, helpful clarifications and victories gained by the Customer will be forgotten and lost. The Customer should be adamantly committed to preserving in writing all victories from an...
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Software Audits: Don’t lose control!

Software Audits: Don’t lose control!
Customer must not allow itself to be or think of itself as a victim in a SW Audit. Customer will fare best when it does everything it can to control how a SW Audit is conducted. Customer should know SW License Audit provisions completely, insist on a written scoping agreement before the Audit begins, and...
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Software Audits: Beware the bad start!

Software Audits: Beware the bad start!
If a Software Audit is unavoidable, the exact way it is to be started should be clearly defined and specifically limited in the Software license document. No Software Audit of any kind should be started until the Software Vendor has given the Customer formal, written notice in advance. The Customer and all its personnel must...
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Room for improvement!

Room for improvement!
Purposes of the RFP, such as controlling communication and maximizing competition among Bidders, must be understood and written down. The RFP process must be clearly, simply, and concisely written in a manner adequate to accomplish each of the purposes of the RFP. Written process alone is not sufficient but must be supported by rigorous practice...
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Don’t burn your bridges

Don’t burn your bridges
In IT procurement negotiations, whether with Vendors or negotiations with internal stakeholders, we can be absolutely certain that our present actions will have a significant future impact on the human relationships involved. Because we are human, we may be offended by the personality or misdeeds of another person and we may be very tempted to...
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Prepare for SW MADness

Prepare for SW MADness
SW Vendors are predictable and want to structure SW deals to be able to charge multiple times for the same SW licenses. Customers should anticipate the possibilities of MAD or government reorganizations and possible multiple charges for the same SW licenses. The Customer should draft and negotiate SW licenses that are transferable in whole or...
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Don’t overlook the EXCEPTIONS!

Don’t overlook the EXCEPTIONS!
Ideally, the Customer should develop sufficient negotiation leverage to enable removal of all provisions oppressively in favor of the Vendor. Failing such removal, the Customer should identify each provision that is oppressively in favor of the Vendor and what EXCEPTIONS might apply. Then the Customer should negotiate into the Contract specific written EXCEPTIONS for each...
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Who is our Audience?

Who is our Audience?
Some IT procurement professionals might think they have done their job if they negotiate a deal that saves the Customer a lot of money and includes terms and conditions that protect against most major risks. These things are important. But, here’s an important question: What duty, if any, does the IT procurement professional have to negotiate...
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Kaizen is our duty!

Kaizen is our duty!
Every IT procurement process, like all processes, has a need for continuous improvement. Process improvements do not accidently occur but require careful study, planning and execution to be realized. IT procurement professionals have a duty to use the concept and principles of Kaizen or Continuous Improvement to constantly change for the better their contracting process,...
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How important is alignment?

How important is alignment?
The duty of IT procurement is to help its internal Stakeholders consider the ALTERNATIVES before aligning with a particular vendor or solution. Sales Reps seek to be the first and best at identifying and influencing the Customer Decision Making Team. To succeed, IT procurement must proactively involve itself early, when the Sales Rep first engages,...
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Two Pitfalls of SoftWare Training

Two Pitfalls of SoftWare Training
Training is an absolute necessity for successful use of many Software packages or Cloud services. Training is often a profit center for Software Vendors and Cloud service Providers. Customers can and should use their negotiation leverage before signing initial contracts to get Vendors to commit at no additional charge to train the Customer’s End Users...
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SOWs must mind their parents!

SOWs must mind their parents!
Vendors often make significant concessions in the Master Agreement. A SOW is supposed to be subject to and consistent with its Master Agreement. Those drafting an SOW must be aware of the key concessions made by the Vendor in the Master Agreement, and insist that each concession be preserved in the SOW. The SOW must...
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Use VRM to get more from Vendors!

Use VRM to get more from Vendors!
A Customer may want or need help from a Vendor that is bigger than just the terms of one contract. By understanding what a Vendor wants from the Relationship with the Customer, the Customer can fashion incentives to encourage a Vendor to continuously improve its Relationship with the Customer. For every key Vendor, the Customer...
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You can’t give what you don’t have!

You can’t give what you don’t have!
Service Levels are not just for Vendors. SLs can be a key for internal alignment.  SLs can be a key for Customers to keep their business commitments. A Business Unit in your Company creates and maintains databases for certain Clients. Availability and response time are absolutely critical for one of the Clients. Hence, the Client was...
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Protect What You Have: License It!

Protect What You Have: License It!
Before a Vendor engagement, a wise Customer carefully inventories what Customer Intellectual Property assets will be exposed. IT procurement should ensure that the Customer IP or Intellectual Property assets likely to be exposed MUST be listed in the contract with the Vendor. Finally, the contract must confirm Customer ownership of its Intellectual Property assets, and...
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A Key to SW Audit Defense

A Key to SW Audit Defense
Vendor auditing teams have and follow scripted Auditing processes with intensity, and often without review of or reference to the Customer software License documents. Customer software license agreements may prohibit Audits, or greatly limit how the Vendor audit teams can conduct them. The Customer audit defense team must read and MASTER the Software License documents...
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RFP warning: Beware Sneaky REVERSES!

RFP warning: Beware Sneaky REVERSES!
Sometimes RFP Bidders try to gain negotiation leverage by delaying their response to the Contract portion of the RFP. It is not possible to effectively evaluate a Bid without first having received a response to the Contract portion. RFP best practice requires that IT procurement insist that a Bidder submit a full response to the...
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Competition After SIGNING

Competition After SIGNING
Competition is a powerful ally for IT procurement in negotiating with Vendors. Contracts can be structured so that competitive negotiations can continue AFTER the initial contract signing. Wise IT procurement professionals seek to find ways to enable competitive negotiations to continue AFTER the initial contract signing in order to mitigate supply risks, and to get...
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Powerful EXIT strategies

Powerful EXIT strategies
  A Vendor can be highly motivated to prevent or discourage a Customer from exiting a contract relationship. Obstacles built into a contract to prevent or discourage a Customer from EXITING can act as unreasonable barriers to Customer flexibility to improve its contact landscape. By developing a contract with a powerful EXIT strategy, Customers can maximize flexibility...
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