Archive for the ‘ Contracts ’ Category

LMS Contract or Yo-Yo?

Version control is your friend! If you don’t know how to use it, find out. Regardless of your best intentions, there will be an amount of over-and-back between you and the vendor when it comes to the contracts. They will want a 30 cancellation period, you’ll change it to 10, they’ll settle at 20. It’s all part of the fun! Make sure that everyone who is reviewing the contracts is tracking changes and keep copies of every version as a backup. It might also be helpful to keep a master tracking sheet of the negotiations so that nothing gets missed, especially if some of the items are being discussed over email or on the phone.

I don’t pretend to be a contracts expert. There are plenty of sites that provide information on what to look for in a systems contract and, as mentioned in my previous post, you should be tapping into your internal resources for their guidance and advice. Every company will have different requirements and every vendor will have different terms. A lot of the larger vendors will have standard contracts and they won’t be too keen on changing them – but remember, you are the customer! With this in mind, here are a couple of things I learned along the way:

Make sure you have an appropriate definition of “users”. This might be simple or complex, depending on your organisation, e.g. do you have staff that are contracted by an agency? If so, you can’t define users as “employees of XYZ Ltd.”

Clarify the definition of “license”. When is a license used – when a person logs into the LMS or when they use it to do training? How many licences do you have? Are these concurrent? What happens when you go over your agreed number of licences, what pricing structure comes into play?

Your data belongs to you. As do any materials that you load to the LMS. Ensure you have a clause that allows you to take back all of your data and materials should you terminate the contract for any reason. In addition, most vendors will include a clause that removes all responsibility for your data – be careful about signing up to this. What would the repercussions of your vendor losing all your employee training history be?

If you are purchasing an out-of-the-box product, clarify the conditions under which your company is allowed to request customisation. Is it simply when you don’t agree with a feature? Is it only when the standard feature would cause significant disruption to your operating processes? In addition, clarify all costs for such customisations up-front, if they are not going to be included in the standard project fee.

Make sure the contract details acceptable methods of raising a query and the SLAs for resolutions. Consider carefully issues such as down-time, e.g. if they state they must have 30 days to rectify a major issue, ask yourself “can I carry on my day to day business if my system is down for 30 days”. This would also be a good time to ask to see some statistics around their average response and resolution times.

How will your administrators know how to use the system? How will your end users know? At the very minimum you should have handover training of your finished system included in your contract. There should also be some provision for the preparation (and possibly delivery) of training for your end users. If you are purchasing an out-of-the-box LMS that you intend to customise then check if existing training materials provided by the vendor will also need customisation, and if this is included in the cost.

Agree acceptable expense rates in advance, if they are to be charged outside the contract fee. Any vendor representatives who incur expenses must then adhere to what you have agreed is reasonable.

Your name and your logo belong to you. As do the details of the services provided. The vendor should not have permission to use these without your approval every time. While this might mean a bit of work approving press releases or marketing materials, especially in the initial phase, it is worth it to ensure that your company is represented accurately and positively both online and in print.

Check out this excellent post on eLearning 24/7 site about what you need to know about contracts

Build your LMS Implementation Team

TeamAfter extensive research, countless excel comparison spreadsheets and a mind-numbing array of vendor presentations, the LMS vendor and the exact package is chosen. Then the fun really starts – contract negotiations! First of all, I am not a lawyer. I am not familiar with contract law, or even legal terminology. If you are like me (and 99% of other L&D professionals I know are) it would be a good idea to get a team together, consisting of:

1. Legal Department
Get your legal department on board early. In most companies the legal department will have to be involved before any contracts can be signed anyway, but don’t assume that you can do all your negotiations and then present them with the “finished” article. You can’t. Undoubtedly they will find legal terms or wordings that an average person might skim over, but that have them gasping in shock. Best to get them onboard to sort out their side at the same time as you are hammering out the commercial information.

2. IT Representative
Okay, so you’ve possibly decided to go outside of IT and host your LMS independently (with the LMS vendor or a hosting company) however, much as the IT department is maligned for putting road blocks in the way of new projects, the support of the right IT person in contract negotiation is invaluable. What is the standard SLA on a systems contract? What are the standard clauses in a software licensing contract? What is the average daily rate for an IT development contractor? Don’t know? Exactly! Someone in IT with day-job responsibility for negotiating with vendors and managing contracts will take one look at your first-draft contract and immediately pick out all the items that will cause you headaches down the line.

3. L&D Member(s)
You, an IT person and the company lawyer might think it’s acceptable to negotiate an SLA of 4 days for an urgent query, but the person on the ground, who will be relying on the system to carry out their day job, might have very different ideas! Involving one or two key L&D members at this stage allows you to get their input, but also allows them to witness the give-and-take of the negotiations first hand. This can help to smooth your way later in the implementation. If they’ve seen the negotiations in progress and they can understand why a certain point had to be conceded or why a certain feature was traded for another service, then they are more likely to accept the finished system and work within its limitations.