Software Agreement Checklist

30+ points to consider when negotiating software agreements. NB: this checklist is for information only and should not be construed as legal advice.

LEGAL AND PROCUREMENT

ASSISTANCE

• Have you engaged legal advice and services to review the contracts, the legalities and assist with negotiations? • Have you engaged specialist procurement advice and services to review the contracts and assist with negotiations?

THE CONTRACTS

• Have you received them all? You may have a software licence, software support and maintenance agreement, implementation and training services agreement, service level agreement. • Have you, your project team, legal and procurement reviewed each in detail? • Have the contract terms been clearly defined? • Do you fully understand the contract(s), their key terms and clauses? • Are they acceptable to you? • Is the licence transferable, just in case your organisation changes and you wish to use the software with a yet-to-be acquired or new company?

MODIFICATIONS AND INTERFACES

• Are all modifications and interfaces documented in detail? • For each - do you have a scope, estimate of the work, deliverables, responsibilities and an accurate estimate of costs? • Have you agreed these with the vendor? • Have both parties signed them off?

DATA CONVERSION

• Have you identified which data will be taken on to the new system? • Have you documented which files will need to be converted? • Have you determined whose responsibility this will be - yours or the vendor's? • Has this been agreed with the vendor? • If the vendor's file conversion service is limited, have you determined how you will get the rest of the data into the new system?

TRAINING

• Have you completed a training needs evaluation, for using the new software? • Have you determined how much training the vendor will provide, which is included within the agreement? • Have you determined how to deal with any additional training needs, and costs for this? • Has the vendor confirmed that system application documentation and training materials are included within the agreement? • Have you included separate time and costs for developing and documenting your own system operating procedures and processes?

OTHER 3RD PARTY SOFTWARE

LICENCES AND HARDWARE

• Has the vendor clearly specified what additional 3rd party software and hardware will be needed for your organisation? • Has the vendor helped you to understand this and where it may be sourced from?

PROJECT MANAGEMENT

• Do you have a detailed project scope? • Do you have a detailed project plan? • Are all the major project implementation decisions documented? • Are your and the vendor's responsibilities, clearly defined? • Have you specified key implementation / sign off milestones? • Has the scope, plan, milestones, vendor (and your) responsibilities, been agreed with the vendor?

DUE DILIGENCE

• Have you completed all due diligence tasks? • Do you have a complete picture of the total cost of ownership ie licences, databases, hardware, implementation, training and ongoing costs? • Is there a defined payment schedule, when progress payments should be made? • Have you negotiated on the costs and payment terms for each? • Have all the contract amendments and changes, that you have negotiated, been added into a revised contract? • Have you resisted vendor pressure to sign the contract early (prior to completing all tasks)? For more due diligence checklists and questions, visit: Software vendor support, Implementation support, Reference site visit checklist, Vendor accounts, Vendor personnel, Vendor software product development, Software payment terms, Final software decision, Software agreement checklist

Software Agreement Checklist For use in negotiating software agreements