Best Practices in Software Purchasing

Software purchases are becoming more complex as new ways of providing software have grown, such as online software delivery and managed services relationships. Negotiating software purchases involves more terms and areas to be concerned about, e.g., data and personal information security, use of open source code, etc. Managing the software agreements and the relationship with the vendors requires more systematic controls. This OnDemand Webinar will provide a recommended approach to the software purchasing process, from initial onboarding of the proposal to negotiating the agreement to post-sale management.

Authors

Agenda

A Recommended Approach to Review and Administering

• Onboarding a New Agreement, Determining How It Fits Into the Company
• Establish Framework for Review and Negotiation of Terms, Boundaries Within Which Certain Items Can Be Negotiated Without Higher Approval
• Packaging for Management Approval; Post-Signature Agreement Administration

Business and Legal Issues From the Purchaser's Viewpoint

• Types of Agreements: Traditional, Managed Services
• Key Terms and Considerations in Negotiating
• Data and Personal Information Security/Privacy (PCI, HIPAA)

Maintenance/Support and Service Level Agreements

• Negotiating Points
• Caution Areas

Software License Negotiation Tactics

• Identifying Your Goals and Determining Your Bargaining Power up Front
• Deciding Whether or Not to Resolve Big or Small Issues First
• Knowing the Difference Between Win-Win and Zero-Sum Behavior and When It's Most Effective to Exhibit Each in the Negotiation Setting

Drafting and Streamlining Your Software Licenses

• Fact Checking for Contract Writing: Conforming Legal Language
• Using Preliminary Documents to Frame the Language That Will Be Included in Agreement
• Ensuring Rights to Be Licensed Are Clearly Identified
• Drafting Language in Your Agreement to Address Key Issues

- Maintenance and Support

- Ownership of the Rights/Derivative Works/Improvements

- Third Party Use

- Source Code Escrow

• Making Most of Risk Allocation Provisions

- Indemnification

- Limitations of Liability

- Warranty Coverage

- Confidentiality and Data Privacy

• Understanding Meaning of Boilerplate Provisions and Knowing When They're Necessary
• Hazards to Avoid

Protecting Access to Licensed Technology Through Escrow Agreements

• Critical Timing Considerations

- Negotiation and Execution

- Expediting the Release Process

• Agreement Selection

- Type

- Key Escrow Terms

• Complete Escrow Deposit

- What to Require

- Update Frequency

- Data

• Verification/Testing Options
• Ensuring Compliance
• Case Studies
• New Trends
• Questions and Answers

Additional Formats