30533681

ERP System Acquisitions: Proven Strategies in Negotiating

Your Contract

2005 EDUCAUSE Mid-Atlantic Regional Conference(Baltimore, Maryland)

Patricia Ainsworth Dennis J. Gallitano, Esq.Director - Project CATalyst PartnerUniversity of Vermont DLA Piper Rudnick

Gray Cary US LLP

January 13, 2005

Copyright 2005 DLA Piper Rudnick Gray Cary US LLP. This work is the intellectual property of the author. Permission is granted for this material to be shared for non-commercial, educational purposes, provided that this copyright statement appears on the reproduced materials and notice is given that the copying is by permission of the author. To disseminate otherwise or to republish requires written permission from the author.

21

Agenda

1. Project CATalyst Overview and Objectives

2. Why Focus on Negotiations?

3. Negotiation Objectives

4. Overview of UVM Experience

5. The Philosophy of Negotiating

6. Tips, Techniques and Strategies

31

Overview

1. Where UVM Has Been?

2. Where We’re At Now?

3. Where Are We Going?

41

Project CATalyst Objectives

Quality Product

Delivered on Time

Within Budget

51

Why Focus on Negotiations?

Clear Framework to Work Through Project – Complete and Accurate

Expectations of Ourselves

Expectations of Vendors

61

Negotiation Objectives

Risk / Reward for Project Success

Not to Exceed Approach

Clear Plan for Change Order Process

Commitment to Implementation Team Resources – Teams Identified Upfront

71

Expectations of Your Vendor and Yourself:

Honesty of Product – Vendor to Not Over-commit/University to Embrace Product

Reality of Effort – Both Teams to be Definedand Committed

Commitment to Partnership – Executives FromBoth Sides and Attitude of Cooperation(Partnering Principles)

Overall Commitment to Success

81

Overview of UVM Experience

Alternative Ways to Approach Negotiations

UVM Experience was Efficient and Produced Roadmap/Blueprint for Success

Clear Mapping for Project Teams

Major Change Orders Processed Easily – No Further Negotiations Required

91

Continued

Vendor Strategy Example !?

101

Buyer Response ?!

111

The Philosophy of Negotiating

Contracting for Software/Services

vs.

Contracting for Business Solutions

121

Leveraging Your Bargaining Position

Variables must be managed to maintain leverage

Critical Variables

University Vendor

$$s Size of Deal Time Experienced Negotiators

131

RFPs and Contract Templates

Historical Practices in Preparing RFPs

Current “Best Practices” – Include in RFP and Have Vendors Respond to Your Contract

141

Most Leverage for Buyer in the Entire Process

Consider Combining Major Business and Legal Issues as Part of the Decision Making Process

“3” vs. “2” vs. “1” and the Importance of Keeping at Least 2 in the Game

The Down Select Process

151

Dual Track NegotiationsThe Pros and Cons of Dual Track or

Concurrent Negotiations

Objectives of Dual Track• 2 signed contracts• Complete with ALL Schedules

Overall Time – +Concentrated Time + – Overall Expense – +

Single Vendor Dual Track

161

Create a Level Negotiation Playing Field

Use/Develop University-Generated Contract

Require Empowered, Not Authorized Negotiators from Vendor (Both Business and Legal)

University Controls Revisions to Contract

Work Off of Issues Lists – Avoid a Ping-Pong Match of Blackline Changes

Negotiation Rules and Procedures

171

Dual Track Works!!

Assisted UVM in Getting:• Great Price• Great Terms and Conditions• Overall Lower Transaction Cost

Take Aways –

181

Questions?

30533681

ERP System Acquisitions: Proven Strategies in Negotiating

Your Contract

2005 EDUCAUSE Mid-Atlantic Regional Conference(Baltimore, Maryland)

Patricia Ainsworth Dennis J. GallitanoDirector - Project CATalyst AttorneyUniversity of Vermont DLA Piper Rudnick

Gray Cary US LLP

January 13, 2005