Levy LeGette LLC

420 Cherry Plain Hill Road, Box 114
Cherry Plain,
New York 12040
Phone: 518.658.2220
Fax: 688-642-9174

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General Overview of a Full Service Engagement

A Full Service IT Engagement with Levy LeGette involves a broad spectrum of our services relating to the negotiation or renegotiation of technology agreements between our clients and third parties.  Full Service IT Engagements include (but are not limited to): benchmarking, contract review, contract construction, contract negotiation, conflict resolution, license audit, license compliance confirmation (one-time and on-going) and failed audit resolution.  Although most components of a Full Service IT Engagement are available as standalone services, a typical Full Service IT Engagement would take shape as follows:

Phase I – Evaluate the Landscape and Reporting Processes

1. Review the Administration of Contracts (procedurally)
2. Review Software License Management Policies & Procedures
3. Review Purchasing Processes
4. Analyze Tools Used in the IT Procurement Process (Technical & Procedural)
5. Analyze Current Inventories & Reconciliation of Inventory Data with Purchasing Records & Proof of License Standards
6. Determine the Client’s short and long term plans for use of each product, platform or service and any influence those plans may have in Phases II & III

Phase II – Audit & Report

1. Audit and Score all current technology contracts for: compliance (licensing, accounting, regulatory requirements, purchasing rules & guidelines, etc.); pricing & discounts; deal structure; best practices; and, outstanding event analysis.
2. Suggest any required/beneficial changes to audited contracts to improve compliance, pricing, discounts, terms and conditions, overall deal structure, best practices and outstanding event handling.
3. Suggest any required/beneficial changes  to those technology procurement processes identified as sub-standard to improve best practices, methodology, compliance, risk management and accounting.
4. A partial list of Compliance & Risk Management Reporting Details:
1. Analysis of Current Inventory/Asset Management Protocols
2. Analysis of Current Contract Provisions Governing Proof of License
3. Consequences of Non-Compliance with specific vendors/contracts
4. Vendor Audit Demands
5. Remote Access to Client Systems
6. Analysis of the Overall Acquisition Process
7. Risks caused by Non-Official Acquisition of Software (e.g. test software, demo software, software downloads from websites, electronic software distribution, etc.)
8. Limiting Costs of Compliance (retroactive and ongoing)
9. Regulatory Requirements: analysis (vis-à-vis current contracts); negotiations with vendors to ensure compliance; non-compliant vendors and suggested remediation

Phase III – Contract Negotiations

1. Assuming that a qualified vendor and/or technology has been identified as a result of using procurement/purchasing guidelines, the commencement of negotiations begins following the steps outlined in Phases I & II, and will address basic business terms and conditions as well as the following:
1. unmitigated business and legal risks
   1. limitation of liability
   2. non-disclosure/confidentiality
   3. exclusivity
   4. price escalation
   5. warranties
   6. guaranties of performance
   7. conflict resolution
   8. governing law
2. compliance issues
   1. what constitutes proof of license
   2. current protocols to measure inventory against proof of purchase
   3. right to audit
   4. continued use of software
3. ownership issues
   1. middleware
   2. express warranties
   3. duty to protect proprietary rights
   4. uninterrupted use
   5. replacement product
   6. penalties
   7. duty to support
4. continued support
   1. vendor's ability to provide
   2. the difference between maintenance and tel. support
   3. regulatory compliance (e.g. SOX, et. al.)
   4. who will provide it?
   5. how will it be provided?
5. reasonable costs and fees
   1. the license fees
   2. annual maintenance/upgrade fees
   3. telephone support
   4. customized/engineering support
   5. upgrades vs. updates
   6. competitive upgrade credits

2. Preparation of Contract Documents for Review & Execution
   1. Modify Agreements
   2. Prepare Required Amendments, Exhibits, Appendixes & Riders
   3. Produce Executive Summary for Each Contract Processed by Levy LeGette including guidelines to maintaining compliance with the terms negotiated

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