IT Contract Negotiation Tips and Tricks

By Chad A. Eckes
10:23 AM


Implementation Scope

We believe that this area is so important that in and of itself, it can define the success or failure of your implementation project. Let's begin by defining what scope is. Scope is the equivalent of the project charter/scope statement + project schedule + the high level requirements of what work will be done.

Detailed project charter and scope statement. The project charter should be included in the contract. The charter should include the background for the project, measurable objectives, detailed assumptions, and a scope statement that explains what is and is not part of scope.

Detailed project schedule. The vendor should have spent significant time with your team prior to contract negotiations creating the detailed project plan. This may or may not have been a billable exercise. The project schedule should be broken down to tasks no smaller than 8 hours and no larger than 80 hours. Ensure that milestones are defined in the project schedule and the milestone dates are clearly agreed to in the contract.

The high level requirements will look similar to the following:
 

  • # of interfaces
  • Exact data being converted
  • Modules installed
  • Security structure
  • Security groups
  • Configurations - examples follow:
  • # of orders
  • # of ordersets
  • # chargeable items
  • # of pharmacy items (parent and child)
  • # of alerts
  • # of flowsheets
  • # of clinical documentation forms
  • # of reports

Project governance processes and standard documentation should be defined and attached to the contract such as risk, issue, change, defect, scope, and schedule management.

Most of the time, we support utilizing the vendors project methodology. You should ensure that all methodology documents and tools are provided the date of contract signing. Some vendors will want to wait until training is provided - this can cause unnecessary delays.

Finally, formal contract language should surround the project deliverables including:
Formal deliverable acceptance processes that are time limited.

Out-of-the-box deliverables including reports and interfaces should be provided the date of contract signing.

Written status report processes and documentation templates should be included in the contract.
 
General Terms and Conditions (T&C's)

Counsel will have general T&C's templates and hence this section will be short. We recommend the following:

Pay close attention to the dispute resolution process. Make sure that the define process will effectively address issues in a timely basis.

All contracts will typically have "no solicitation" policies. Make sure that the policy is bi-directional.

Professional liability, worker's compensation, and automobile insurance are typical in terms of these contracts. Errors and omissions (E&O) coverage tends to be light. If you are receiving professional guidance from the consultants, make sure the E&O coverage is adequate.

As mentioned above, this list of contractual focus areas is by no means complete. At the same time, if you have addressed these items in your contract you will be covered for most contractual issues that may arise.

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