Blog Article

Technology Vendor Agreements

In early February 2020, before most of us realized the impact of COVID-19, a prestigious group of IT consultants was forecasting $4.3 trillion in global spending on information technology in 2020. Pilots of the planned activity included cybersecurity, infrastructure obsolescence, mobile accessibility requirements, cloud and SaaS transitions, and local technology requirements. At the end of 2019, another prestigious consulting group predicted that in 2020, “opportunities for technology providers and service providers to grow their businesses and for technology buyers to renew and improve their infrastructure, software and services would increase.” Indeed, at the beginning of 2020, many contracts were signed for technology development, implementation and related services, as well as technology providers, consultants and related service providers (in short, referred to as “suppliers”) and their customers were busy building, implementing and testing new systems. Get the right rights. Of course, any technology contract is only as good as the rights granted by the supplier to the customer for the use of the product or service. So make sure that the contract sets out all the expected uses. For example, is the use limited to certain people or a limited number of users at the same time? Is the product or service only used by staff or will members of the association use it? And does the association want to allow an affiliated organization or other association to use the product or service? Finally, make sure that your association has all the necessary copyrights to implement the AMS solution, whether it is a license or an assignment, so that the association has rights that are worth developing. In this initial phase of entering into the contract, you should ignore the contracts offered by your supplier. Just set them aside for now and do it for two reasons. First, to express in writing the conditions that are most important to you, you really need to think about what those conditions might be. As friendly as your supplier is, your supplier has not already added to their proposed contracts the most important conditions for your particular project.

You have to invent this thing on your own. One of the most common mistakes technology buyers make is relying on confidentiality agreements (NDAs) or confidentiality clauses to protect data. Privacy terms protect trade secrets, not data held by the provider or accessed – let alone private data. Often, technology-related agreements contain an explanation of assumptions that characterize expectations about the scope of the agreement`s work. Typical assumptions include human resources, assets and services provided by each party, levels of activities on the ground, etc. Failure to adopt often serves as a catalyst for renegotiating related terms through a change control process. In most cases, assumptions and the change control process are used when assumptions fail primarily in relation to one of the parties, with the other using the process to correct these errors. In this case, it is likely that many of the assumptions associated with both parties are no longer valid. Therefore, while the change control process could theoretically provide a useful framework for renegotiating terms, the absence of meaningful assumptions about both parties indicates that parties must be flexible about the application of change control mechanisms in this case.

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