1. 30533681 ERP System Acquisitions: Proven Strategies in Negotiating Your Contract 2005 EDUCAUSE Mid-Atlantic Regional Conference (Baltimore, Maryland) Patricia AinsworthDennis J. Gallitano, Esq. Director - Project CATalystPartner University of VermontDLA Piper Rudnick Gray Cary US LLP January 13, 2005 Copyright 2005 DLA Piper Rudnick Gray Cary US LLP. This work is the intellectual property of the author. Permission is granted for this material to be shared for non-commercial, educational purposes, provided that this copyright statement appears on the reproduced materials and notice is given that the copying is by permission of the author. To disseminate otherwise or to republish requires written permission from the author.

2. 2121 Agenda 1.Project CATalyst Overview and Objectives 2.Why Focus on Negotiations? 3.Negotiation Objectives 4.Overview of UVM Experience 5.The Philosophy of Negotiating 6.Tips, Techniques and Strategies

3. 3131 Overview 1.Where UVM Has Been? 2.Where We’re At Now? 3.Where Are We Going?

4. 4141 Project CATalyst Objectives Quality Product Delivered on Time Within Budget

5. 5151 Why Focus on Negotiations?  Clear Framework to Work Through Project – Complete and Accurate  Expectations of Ourselves  Expectations of Vendors

6. 6161 Negotiation Objectives  Risk / Reward for Project Success  Not to Exceed Approach  Clear Plan for Change Order Process  Commitment to Implementation Team Resources – Teams Identified Upfront

7. 7171 Expectations of Your Vendor and Yourself:  Honesty of Product – Vendor to Not Over- commit/University to Embrace Product  Reality of Effort – Both Teams to be Defined and Committed  Commitment to Partnership – Executives From Both Sides and Attitude of Cooperation (Partnering Principles) Overall Commitment to Success

8. 8181 Overview of UVM Experience  Alternative Ways to Approach Negotiations  UVM Experience was Efficient and Produced Roadmap/Blueprint for Success  Clear Mapping for Project Teams  Major Change Orders Processed Easily – No Further Negotiations Required

9. 9191 Continued Vendor Strategy Example !?

10. 101 Buyer Response ?!

11. 111 The Philosophy of Negotiating Contracting for Software/Services vs. Contracting for Business Solutions

12. 121 Leveraging Your Bargaining Position  Variables must be managed to maintain leverage  Critical Variables UniversityVendor $$s Size of Deal Time Experienced Negotiators

13. 131 RFPs and Contract Templates  Historical Practices in Preparing RFPs  Current “Best Practices” – Include in RFP and Have Vendors Respond to Your Contract

14. 141  Most Leverage for Buyer in the Entire Process  Consider Combining Major Business and Legal Issues as Part of the Decision Making Process  “3” vs. “2” vs. “1” and the Importance of Keeping at Least 2 in the Game The Down Select Process

15. 151 Dual Track Negotiations  The Pros and Cons of Dual Track or Concurrent Negotiations  Objectives of Dual Track 2 signed contracts Complete with ALL Schedules Overall Time –+ Concentrated Time +– Overall Expense –+ Single VendorDual Track

16. 161  Create a Level Negotiation Playing Field  Use/Develop University-Generated Contract  Require Empowered, Not Authorized Negotiators from Vendor (Both Business and Legal)  University Controls Revisions to Contract  Work Off of Issues Lists – Avoid a Ping-Pong Match of Blackline Changes Negotiation Rules and Procedures

17. 171  Dual Track Works!!  Assisted UVM in Getting: Great Price Great Terms and Conditions Overall Lower Transaction Cost Take Aways –

18. 181 Questions?

19. 30533681 ERP System Acquisitions: Proven Strategies in Negotiating Your Contract 2005 EDUCAUSE Mid-Atlantic Regional Conference (Baltimore, Maryland) Patricia AinsworthDennis J. Gallitano Director - Project CATalystAttorney University of VermontDLA Piper Rudnick Gray Cary US LLP January 13, 2005