1. Enterprise Solutions Knowledge Community Contract Development and Negotiation 14 February 2003 Tom McCullion

2. For internal use of only. © 2002 Gartner, Inc. and/or Gartner Holdings Ireland. All Rights Reserved. Page 1 FullCompanyName PresentationTitle Engagement: xxxxxxxxx—DayMonthYear consulting —DRAFT— Contract Development and Negotiation Definition v1 February 14, 2003 Contract Development and Negotiation is designed to protect the clients best interests while clearly defining the responsibilities of all involved parties. While normally done together and in conjunction with a Vendor Selection service, Contract Development and Vendor Negotiation may in fact be two separate services. Benefits  Protects the client from a legal prospective  Creates the greatest value for the client  Defines roles and responsibilities  For Gartner, allows the inclusion of cross- service products (Measurement, CFC, Research)  Base Gartner T&Cs  Product Deliverables (from RFP?) –SOW, Timing, Pricing  Workshop Materials  Measurement Data  CFC Involvement  Contract (Master Services Agreement) –Software licensing –Hardware –Professional services & maintenance Core Components

3. For internal use of only. © 2002 Gartner, Inc. and/or Gartner Holdings Ireland. All Rights Reserved. Page 2 FullCompanyName PresentationTitle Engagement: xxxxxxxxx—DayMonthYear consulting —DRAFT— Contracts Negotiation Goals The Strategic objectives of this process are to ensure that both contract, the SOW and supporting SLAs:  Are fair, consistent with industry best practices, and will effectively address client’s project requirements  Enable client to manage costs and set expectations for management, users and stakeholders  Are flexible and do not “paint” client into a contractual “corner”  Encourage higher levels of project performance and customer satisfaction while holding the line on cost  Reward the successful vendor’s service delivery and penalize poor delivery/performance  Minimize client’s management risk and legal liability through appropriately tight legal provisions, terms and conditions  Accelerate, rather than delay, client’s project plan. In-depth IT and acquisition experience will enable the right consultant to identify the “bumps in the road” that can delay any project plan. Gartner’s key focus will be to identify the potential problem areas early, and then work with the client to ensure that the final implemented contract and SOW best meet the client’ needs now and in the future.

4. For internal use of only. © 2002 Gartner, Inc. and/or Gartner Holdings Ireland. All Rights Reserved. Page 3 FullCompanyName PresentationTitle Engagement: xxxxxxxxx—DayMonthYear consulting —DRAFT— Contract Development and Negotiation Work Plan Project Management ProjectKick-off GartnerT&Cs Modify T&Cs based on client needs ValuationConductVendorSourcing RFP VendorResponse(s) VendorDemos VendorMarketingMaterial DemoResults ConductNegotiationsStrategyFinalizeStrategyNegotiations T&CsValuation Vendor Proposal & Marketing Mat. MeasurementData Out of Scope In Scope MeasurementCBA Give & Take Based on Valuations

5. For internal use of only. © 2002 Gartner, Inc. and/or Gartner Holdings Ireland. All Rights Reserved. Page 4 FullCompanyName PresentationTitle Engagement: xxxxxxxxx—DayMonthYear consulting —DRAFT— Next Steps Working with:  Kevin Parikh, Sourcing  Mark Ray, Measurement  Mike Parrish, CFC Feedback on missing/alternative steps from ES team Collect existing methodologies/components from Sourcing, Measurement, CFC Integrate and collaborate (not duplicate) efforts with those teams Need to define our comfortable we are with providing “legal” advice versus advice around contract T&Cs and negotiations strategy