Legal and IT need to work together. Aside from having a lawyer review software vendor agreements, it is critical to have it reviewed by a senior IT executive who understands the corporate strategy and business objectives as well as a specialist in licensing best practices. It would be best if that senior executive and specialist were one and the same person. Why? One example: several vendors include a clause stating that any new contract supersedes the terms and conditions of any previous contracts with the company. This standard language can be found in most legal contracts, and lawyers seldom change the wording. But, in this case, it certainly is not a best-practices scenario for a company. That small clause results in giving up potentially rich and extensive use rights to assume more limited and restrictive use rights, leading to all the additional fees we have discussed earlier.
Avoid ambiguous language. Make sure contract language is frequently reviewed. Publishers are pressured to make changes necessary to reduce complexity and the probability of future license disputes. All verbal agreements need to be backed up by a paper trail. This seems obvious, but youd be surprised at how many people forget this during the negotiation period.
While I believe that each situation is unique, compliance is the key to building advantages into software vendor contracts and getting a better deal.
Scott Rosenberg, CEO and founder of Miro Consulting, is responsible for creating and driving the vision of the company. Today, Miro Consulting has over 400 clients across North America and has overseen more than $1 billion in Oracle and Microsoft transactions. Mr. Rosenberg is considered an expert on Oracle and Microsoft licensing and is frequently quoted in ComputerWorld, CIO, CRN, eWeek and InformationWeek.