Provide background Explain the business need and potential solution
Common examples – too many legacy applications, will not sustain future business requirements, proprietary software and process not conforming to industry standards, technology-driven rather than process-driven
Quantify the impact of transformation Obtain approval to move forward
Documentation of current technology or process “as is” Review and consideration of the desired “to be” state Gap analysis between “as is” and “to be” Cost analysis of getting to “to be” and cost of not changing the process
Establish a baseline for cost management and future benefit tracking Estimate the costs, benefits, and other financial metrics of the potential solution
Establish measurable success criteria (e.g., cost, added value considerations, or both) Define a phase-based implementation plan
Is the IP registered in the relevant jurisdictions? Does the vendor own or have the right to sublicense IP and services in all relevant jurisdictions? Are there any restrictions on the vendor’s ownership or license rights in any jurisdiction? Are there any lawsuits relating to the IP or services?
For software or pay-as-you-go services, you should know:
Consumption-based pricing models
How you will use the software, system, or services # of users who must access the software or services Transaction volumes for each application Transaction costs for each application Growth rates for revenue, costs, volumes, and users Per-user Per-transaction Percentage-of-revenue Fixed-fee model
“Best practice” is an RFP process focused on accomplishing the value proposition outlined in the business case Risks in a sub-standard RFP
Gaps in internal business processes Increasing costs and partially met expectations due to:
Disorganized, non-customized RFP process Inadequate planning and understanding of solution complexities Poorly structured contract not based on outcomes Poorly defined metrics and success criteria Vendor deficiencies in delivering against expectations
Obtain comparative pricing Understand vendor’s financial position
Written authorization Made public through no fault of recipient Provided by third party without restriction Independently developed Compelled disclosure Disclosure to potential investors or buyers under a confidentiality obligation
Sample Vendor-Favorable Indemnity: X.1 Infringement Claims. If an action is brought against Licensee claiming that the Software infringes any United States patent, copyright or trade secret rights of a third party, Licensor shall defend Licensee at Licensor’s expense and shall pay the damages and costs finally awarded against Licensee in the action, but only if (a) Licensee notifies Licensor promptly upon learning that the claim might be asserted, (b) Licensor has sole control over the defense of the claim and any negotiation for its settlement or compromise, and (c) Licensee takes no action that, in Licensor’s judgment, materially impairs Licensor’s defense of the claim. This indemnity 1 will not apply if and to the extent that the infringement claim results from a correction or modification of the Software not provided by Licensor, a failure to promptly install an update, or the combination of the Software with other software, hardware or systems not provided by Licensor.
Sample Vendor-Favorable Damages Disclaimer: LIMITED LIABILITY. THE MAXIMUM LIABILITY OF LICENSOR AND ITS AFFILIATED ENTITIES AND ITS AND THEIR LICENSORS AND SUPPLIERS TO LICENSEE FOR DAMAGES ARISING OUT OF THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID TO LICENSOR BY LICENSEE DURING THE THREE (3) MONTH PERIOD PRIOR TO THE DATE A CLAIM ARISES. UNDER NO CIRCUMSTANCES SHALL LICENSOR (OR ITS AFFILIATED ENTITIES OR ITS OR THEIR LICENSORS AND SUPPLIERS) BE LIABLE TO LICENSEE OR TO ANY OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS.