The Art of the Technology Contract: Five Tips

Vendors typically issue the same boilerplate contract to their customers, with a few minor alterations such as district name and number of school sites. That doesn’t mean you have to accept the document as is, however. Though I don’t purport to be a legal expert, here are a few common-sense strategies that have worked for my district.

Tip #1: Hire a Lawyer. Retain a technology attorney to work through one major contract together. When negotiating our district’s student management system contract, for example, I turned to a lawyer who specializes in tech issues. She reviewed the contract and suggested changes, which I then rewrote into the contract myself (this last step saved us a lot of legal time). Total cost: $1,000.

Tip #2: Protect Your Assets. If you’re using a Web-based application service provider, guarantee in writing that your data’s backed up regularly and will be made available, along with the software code, if the vendor goes out of business or is sold. It may be expensive for your district to maintain the code, but at least you’ll have the option.

Tip #3: Keep Problems in State. What happens in the unlikely event you’re forced to sue a vendor? Boilerplate contracts typically stipulate any legal actions and proceedings must occur in the vendor’s home state. Since you’d rather have a jury of community members hearing your claim, include a provision that ensures any legal cases are tried in state.

Tip #4: Adjust Billing Terms. Often contracts will state the total bill needs to be paid within 30 days. Instead, agree to pay the vendor according to the district’s warrant schedule since many districts only pay bills once a month.

Tip #5: Guarantee Success. It’s wise to negotiate that 10 percent of payment will be held back until the software is fully implemented, not simply installed. The definition of “full implementation” should be clearly stated in the RFP. In my district, it means every school has full access to all components of the software and uses it daily.

Jo Campbell, Ed.D., is assistant superintendent of the Council Bluffs Community School District in Council Bluffs, Iowa. She earned a doctorate in educational administration from Columbia University.

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