Create successful and more resilient vendor relationships through contracting best practices and due diligence strategies.
While there are many aspects to maximizing vendor relationships, one of the most important goals is to ensure the overall contracting process with the vendor ensures sufficient customer flexibility and protection. You will learn real-world techniques for improving the contracting process to achieve that goal. You will be able to immediately implement these techniques to gain better flexibility and protections in your own vendor engagements. The techniques to be shared are based on the presenter’s experience in literally hundreds of technology contracting negotiations with vendors of every size and type.
Learning Objectives
- You will be able to identify the importance of master agreements.
- You will be able to discuss vendor due diligence.
- You will be able to explain security risks in vendor relationships.
- You will be able to recognize key contracting provisions.
Agenda
Vendor vs. Buyer Relationships/Dynamics
Importance of Master Agreements
Overview of Contracting Process
- Preliminary: RFP/RFQ/RFIs/Seeking Bids
- Setting Expectations Early
- Form Agreements
- Due Diligence Activities
- Contract Negotiations
- Maintaining Leverage
- The Siren Song of Trial Agreements and LoIs
- Post Contract Follow-up and Policing
Alternate/Backup Suppliers
Vendor Due Diligence
- Typical Elements and Use of Questionnaires
- Updates
Security Risks in Vendor Relationships
- The Insider Threat
- Legal and Industry Standards
- Scaling of Security Measures
Key Contracting Provisions
- Expanding the Concept of Buyer
- Segregating Liability for Buyer Entities
- Operating a Service Bureau for Related Entities
- Use of Sweep Clauses
- Vendor Cooperation With Other Vendors and Suppliers
- Project Schedules and Defaults
- Controlling Subcontracting and Assignment
- Beware Changes of Hosting Providers
- Vendor Personnel/Key Personnel
- Project Management and Reporting
- Avoid Change Order Chaos
- Contract Renewal Rights and Price Protection
- Identify All Revenue Streams
- Scope of License or Use Rights
- Vendor Use of Customer Systems and Telecommunications
- Vendor Use of Offshore Personnel
- Disaster Recover/Business Continuity
- Financial Wherewithal
- Withhold Remedies and SLAs
- Termination Rights
- Audit Rights
- Fees
- Self-Audits, Security Audits, Performance Audits, Compliance Audits
Speakers
Michael R. Overly,
Foley & Lardner LLP- Partner with Foley & Lardner LLP
- Focuses on drafting and negotiating technology-related agreements, software licenses, hardware acquisition, development, disaster recovery, outsourcing agreements, information security agreements, e-commerce agreements and technology use policies
- One of the few practicing lawyers who has satisfied the rigorous requirements necessary to obtain the Certified Information System Auditor (CISA), Certified Information Privacy Professional (CIPP), Certified Information Systems Security Professional (CISSP), Information Systems Security Management Professional (ISSMP), and Certified Risk and Information System Controls (CRISC) certifications
- The Legal 500 recognized him for his information technology work in the U.S., 2010-2014
- Selected for inclusion in the Southern California Super Lawyers® list and also was honored by Los Angeles magazine for this recognition
- Recognized by Chambers USA for his IT and outsourcing work in 2013 and 2014
- Numerous articles and books have been published in the United States, Europe, Korea, and Japan
- Interviewed by a wide variety of print and broadcast media (e.g., The New York Times, Los Angeles Times, Business 2.0, Newsweek, ABCNEWS.com, CNN and MSNBC) as a nationally recognized expert on technology and security related matters
- In addition to conducting seminars in the United States, Norway, Japan, and Malaysia, he has testified before the U.S. Congress regarding online issues
- His practice group was named in 2014 one of the World’s Best Outsourcing Advisors by the International Association of Outsource Professionals
Who Should Attend
This live webinar is designed for purchasing managers, material managers, contract administrators, senior buyers, project directors, controllers, accountants, and attorneys.
