Issue link: http://read.uberflip.com/i/8885
BEST PRACTICES FOR REVIEWING AND NEGOTIATING AGREEMENTS should be required to compensate the seller for harm suffered due to such acts. •Consider the vendor ’s size and resources. Is the indemnity worth the paper it is written on? SOFTWARE MAINTENANCE AGREEMENTS: The maintenance agreement is critical and should be carefully negotiated. Maintenance costs will often far exceed software license costs over the period of time the software is used. Here are some considerations to take into account regarding the elements that should be included in the maintenance agreement: • Software Upgrades: • Make sure maintenance covers what you expect. Does it cover all new releases of the product, or just patches and updates? The maintenance rate (as a percentage of the license price) should be significantly lower for the latter. •Be careful the agreement doesn ’t allow the vendor to declare a new version of the software (or the same software with a different name) to be a new product that is not covered under maintenance. • Fees: •Many software vendors fix maintenance costs at the rate set at the time of software purchase. If the agreement you are negotiating permits increases in maintenance rates, be sure to negotiate caps on increases. •Request the option to purchase maintenance and support separately, and find out the price breakdown between the two. Also find out whether you can purchase support on a time- and-materials basis; you may not want to pay a high fixed annual rate for support that you use once or twice a year. • Support Services: •Find out when you can obtain support –– what hours, and what days. If you will need support outside of standard hours, you may be able to negotiate an arrangement that is reasonable for both parties. Determine whether the available times are appropriate for your time zone and your dependence on the system being purchased. If you are purchasing mission-critical software for which support is unavailable during business hours in your time zone, you may want to seriously reexamine your product choice or seek options for third-party support. Also find out what holidays are excluded. If the list of excluded holidays is excessive, you may want to negotiate to reduce the list. • Find out what service level commitments are included for support services. If the support services described in the proposed agreement do not meet your needs, you may be able to negotiate reasonable improvements. •Find out the escalation process if you do not obtain needed support. It is preferable to include assurance that a senior executive will get involved if support is unsatisfactory or does not meet service level commitments. www.iltanet.org Best Practices in Licensing Agreements 15