Software Contract Checklist

Software Contract Checklist

There was an interesting thread on IAITAM’s ‘IT Asset Management – Global’ LinkedIn Group a couple of months back.

“I’m interested to hear others views on ensuring you retain control of licensing agreements from vendors.”

(I would share the direct link to the conversation but it is not an open group – Group profile here).

Bill Felice, a Software Program Manager at SunGard Availability Services, kindly put his head above the parapet and stated:

“…To ensure consistency, I’ve created a software contract checklist which I’d be happy to share. Important clauses/T’s & C’s such as license grant, license model and metric, support clauses, audit, data retrieval and retention (if applicable), etc. I’ve developed a standard addendum to a Publisher’s SLA as a means of ensuring our concerns were presented and addressed.”

Bill has very kindly shared his checklist below, I’ve put the full document in Microsoft Word format in the free downloads section. Sign up to our free newsletter to gain access, existing subscribers – check out the right hand column of the newsletter.

Atul Gawande, author of the brilliant ‘Checklist Manifesto’ which explores the power of checklists. “Man is fallible, but maybe men are less so.”

Software Contract Requirements Checklist

Product

• If Perpetual License – right to use unless breach, etc.
• If term license, support and upgrades included.
• License type(s) (i.e., concurrent, named, etc)
• License Definitions, Definitions for key items
• Affiliates usage permitted
• Ability to make Backup, DR, TEST, DEV copies of Software at no charge.
• Pricing guarantees for incremental purchases
• Price increase caps on additional licenses
• Electronic delivery of software
• Software warranty – time frame, & language including free from time bombs ,etc.
• Acceptance testing
• Existing License Trade-In
• Inability to change license model w/o approval
• Training prices if applicable
• Consulting/Prof Services prices if applicable
• No “then current” or “then in effect” language
• No automatic renewals
• Manuals included for all purchases/upgrades
• License compliance guaranteed only if software delivered to designated group/dept.
• Installation included with SW price
• Language re: future product evaluation

Maintenance and Support

• Operating Systems Upgrade guarantee
• Escalation procedures
• Severity levels, service level response times
• Maintenance %, based on purchase price
• Caps on maintenance increases (3% or CPI)
• Specific Support Hours
• Support on discontinued product
• Separate Billing of Maintenance and support
• Discount on pre-paid maintenance
• Penalties for missed P1 calls/SLA’s

Terms and Conditions

• Use of name clause
• Payments due net 30 from receipt of invoice
• Protection against assignment of product
• Audit rights – 30 days, 15 business days

Thanks very much to Bill for sharing his checklist. Has he missed anything here? 

Checklist Manifesto on Amazon.