Technology FAQs
Technology FAQs and Success Cases
Challenge:
A large storage manufacturer wanted to engage a local VAR/Integrator to assist in integrating their products with certain 3rd party products and delivering a solution to the manufacturer’s customers, with the VAR serving as a subcontractor. The manufacturer insisted on some very onerous master subcontract terms and the negotiation had stalled before my firm was engaged.
Result:
We carefully focused on a limited number of very important changes in that master subcontract, provided our rationale and won those concessions. Later we added supplemental protections at the SOW level where the manufacturer’s business team had greater authority.
Challenge:
A large multi-location national VAR was asked to serve as a subcontractor on various development and installation service projects. The VAR was more focused on hardware, and as a result, the customer facing agreement was severely deficient in protections for the seller. The Agreement even failed to address IP ownership for the developed work!
Result:
We were engaged and revised the agreements to address all of the appropriate protections and the relationship proceeded. It is important to note that just because the they were a large national VAR and their agreements had been in use for years, that did not make them appropriate for this project. You cannot be afraid to make your needs known, in fact it demonstrates that you are familiar with the business and know how to act as a solid business partner.
Challenge:
My client was asked to perform solution integration work for a large and prominent national association. The Association demanded to own all rights with the familiar “Works for Hire” provision. Unfortunately, while it sounds reasonable enough to say you want to own all that you pay for, if your are not careful it will create a presumption that you copied parts of that work when you do your next similar engagement.
Result:
We granted the National Association ownership but reserved a grant back license that would allow our personnel to provide similar works for others in the future without a presumption of copying.
One of the biggest concerns in supporting a large project are the advocates respective positions. In many cases this boils down to a game of semantics, if a project is supported by a high-level manager it may be positioned as a strategic initiative; however if that very same project was put forward by a lower level of management it may be subject to a very different level of rigor relative to ROI, Payback period and overall upside. I have the experience to help sort through the label to identify the real world risks, objective measures that can be implemented to help manage those risks, and what division or responsibilities can be reflected in the SOW to help mange those risks.
The proper role of a Statement of Work is one of the most misunderstood elements in technology contracting. A Master Agreement should deal with the general relationship between the parties and the corporate standards like the license terms, warranty, insurance, Limitations of Liability, state law etc. The Statement of Work has a significant advantage of being much closer to the delivery so that the contract remedies for a breach can be fashioned to actually correct the problem rather than compensate the aggrieved party for a breach; i.e. wouldn’t it be better to have a person onsite within some stated period of time rather than a monetary deterrent. In addition, as discussed in the Large Storage Integration Project above, often the individual business personnel you are working with have greater latitude in making project specific concessions to harsh corporate standard terms.
