Atlanta, GA

August 2012

Contract Management & Pricing Manager Knowledge, Skills and Abilities (KSAs)

Skills Details Where Used

Sales Support Skills Customer demos, tradeshow support, proposals

Ericsson Inc, BellSouth, Verizon Business, Cisco, Siemens

Presales Engineering Servers, desktops, laptops, data centers, storage arrays, mcommerce, telecom services

IBM, Ericsson, Bellsouth, Verizon Business, Cisco, Siemens

Contract Negotiations Complete customer / account renewals, amendments and SOWs

Verizon Business, Cisco

Contract Management Contract interpretation, resolution of billing and SLA disputes

BellSouth, Verizon Business

Proposal Management Analysis, Project Management and Timely Response to RFIs, RFQs, RFPs and Reverse Auctions

Ericsson Inc, BellSouth, Verizon Business

Finance & Pricing Skills Deal Pricing, Commercial Finance, Cost Accounting

BellSouth, Verizon Business, Cisco, Siemens

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A well-rounded and versatile sales support professional with 15+ years spent developing key skills.

Commercial Terms & Clauses– Minimum Annual Commitments (MACs), Total Contract

Value, Terms & Conditions, Billing Review, Authorized Use, Limitations of Liability,

Confidentiality, Product Addendums, Flow-through Ts&Cs, Tiered Pricing, Pricing Rebates &

Credit structures, Underutilization, Business Downturn, Technology Migration, Mergers &

Acquisitions

Technology Solutions – Telephony & IP Networks (BellSouth, Verizon), Mobile Commerce

applications (Ericsson), CATV equipment (Cisco), Electrical Construction (Siemens)

Professional Services -- Cisco Support Services (24x7, NBD, etc), PMO Services, PBX

Maintenance, Integration, Training

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Hardware – Data Center infrastructure, computer servers (Dell, IBM),

storage arrays (NetApp, Dell, EMC), networking equipment (Juniper, Cisco)

Software – Enterprise Agreements for Server Operating Systems, Activation

/ Usage Licenses for Storage Arrays, Network Switches (Big 5, Foundry),

Routers (Cisco, Juniper), Enterprise Licenses for VM Ware, Microsoft SQL,

Sharepoint Services, License Mobility discussions and others;

Contract Maintenance – Change Orders, SOWs, Amendments, Addendums,

Exhibits and new MSAs, DSAs and GSAs

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Service Inventories – Performed automated and manual inventories of

installed hardware, software, telecom circuits, training credits, data

centers, servers, routers, and software licenses.

Cost Models – Created bottoms-up (inventory-based) cost models utilizing

historical or quarterly costs or assigned percentages. Created custom

models for managed hosting and offsite managed storage and modified

existing data center and managed PBX cost models.

Margin Analyses – Created overall opportunity analyses for strategic

procurement events, line item purchases and bills of materials (BOMs) that

incorporated cost, price, discounts and expected net revenue.

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Price Strategy – Experienced with driving the price strategy for complete

Master Service Agreements (MSA), Addendums, Amendments, Exhibits and

Statements of Work.

Pricing Negotiations – Experienced with customer-facing negotiations

concerning site turn-up, enterprise software license purchases, SLA

penalty triggers, matrices and amounts, hardware purchases, maintenance

agreements and professional services and PMO support.

Deals Desk - Experienced with delivery daily price quotes, reviewing BOMs

(Bill of Material), updating costs to/from SAP, and creating the financial

addendums / exhibits to be used for RFP responses.

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Activity Purpose Resources

Physical Software Inventory To locate the installed base across servers, desktops, mobile devices, cloud instances

Software Inventory tools, Procurement reports

Software License Inventory To match software licenses to all installed software.

Software Asset Management tools with current catalog to recognize software fingerprints, registry entries and other installation traces across the enterprise.

License Analysis To determine the appropriate software license for the hardware / cloud environment, usage profile. E.g, UPU, PVU, Floating, Core, User licenses

Software Asset Management tools with current catalog to recognize the Hardware / Cloud environment and determine current licensing requirements for the Software

Collect Procurement / Purchasing Data

To cross-reference with the inventory found by the software inventory tools.

contracts, purchase orders, maintenance payments, true ups, invoices, email records and credit card purchasing records.

Determine Product Use Rights Analyze contracts and EULAs to create and maintain a software catalog, where basic products, as well as bundles, suites, server software, and upgrades are covered..

Contract repositories, shared drives, SAM databases, individual department records.

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Activity Purpose Resources

Determine Product Entitlements To maintain a constantly updated overview of how many product use rights you have for each product you own, determine where each product can legally be installed, and what lifecycle stages have occurred or are approaching.

License Management Software, Attorneys or Outside Counsel with Software License Expertise; Existing License Maintenance records.

Compliance Position To compare software publisher install, usage and license requirements to the actual environment.

IT team, Legal team

Financial Position To develop aggregated cost exposure models of current spend and forecasted future spend based on changing needs.

IT Management, Corporate Finance, Procurement, Legal, Corporate Sponsors, Risk Management

Aggregated Position To determine an Enterprise-wide perspective of the software landscape.

Division Heads, Executive Management

Continued License Maintenance, Analysis & Reassessment

To reallocate software instead of purchasing more; Find less expensive alternatives and manage the product portfolio to optimize software investments and keep costs low.

IT Management, dedicated Procurement Managers, Legal resources

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ITEM Description Approach

Term: “Licensee” A term that describes to what entity the vendor is granting a usage entitlement or license.

This must be carefully defined to match your usage profile. A corporate level licensing scheme may give you more usage but also expose you to more fees.

Scope of Use clause The permissible Scope of Use clause defines the manner in which the software will be used.

Keep this clause broad enough to cover all aspects of aspects of your business transactions and allow for third parties to use, access and benefit from the software.

Contractual Changes Contract clause that describes how future changes will be memorialized

Insist on having product-specific addendums so that particular license changes do not become global in scope.

Auto Disable Clause A concept typically buried in Representations & Warranties clauses

Ensure that you are not giving the vendor permission to auto-disable their software following license expiration.

Maintenance & Support Obligations

Statements of vendor responsibilities with regards to types of support and response times.

Maintenance and Support often ends up being a separate contract. Make sure that the same terms and language are associated with the license as well.

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ITEM Description Approach

Indemnification Clause This clause has two major functions. One is to prevent the problem of patent infringement for using software you are not entitled to. The second is to minimize the vendor’s liability caused by use of the software. Vendors don’t want to be liable if their software is in use when a surgical robot, train system or power plant fails. This clause impacts Intellectual property and bodily injury claims.

Determine what operational and financial impacts the failure of your new software will have on business operations. Quantify this number. Make sure that the Indemnification provision is broad enough to provide your company with complete indemnification for all intellectual property claims and all claims relating to bodily injury

Limitations of Liability & Confidentiality

These clauses strive to minimize the vendor’s legal and financial exposure to any perceived failures by ensuring that their Intellectual Property is maintained in the strictest confidence and is only accessed by Authorized Users.

Make sure that the Limitation of Liability provision is not applicable to (a) breaches of the Confidentiality provision, (b) breaches of the representation that the software has no disabling device, and (c) the Indemnification provision. In other words, try to assign as much liability as possible to the vendor.

Internal Dispute Resolution The mechanism whereby disagreements are discussed and resolved before arbitration and litigation activities ensue.

Make sure you have an Internal Dispute Resolution clause or the lawyer fees alone may bankrupt you.

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ITEM Description Approach

Termination Clause Describes how and when a software license can be terminated. Should include timelines and notification procedures.

Make sure that your Usage Entitlement is not affected if you have a Perpetual license. Also, be sure look at the notification time periods for autorenewals and for maintenance pushes.

Clearly define Key Terms Where terms such as Enterprise Agreement, UPU, PVU, Named User and so on are defined.

Make sure that the definitions are not generic industry ones but tailored to your company, division, usage scenario and so on.

Audit Provision A clause that allows the software vendor to remotely audit your installed base of their software to determine the right match of installed environment and usage to their license agreements.

Make sure this is a fair, equitable, and non-disruptive process. Ensure that written notifications are sent at least 45 days prior and agree as to what aspects your data environment will be visible to the automated or human auditors.

Authorized Installation This concept is typically covered in the EULA and describes how many instances / copies you can install of the license, on what hardware and how.

Make sure that, if necessary, the software license agreement addresses partitioning the computers and servers; dual processing and the number of instances that are allowed

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ITEM Description Approach

3rd Party Support Whereby the vendor demands that any consultants wanting to assist you with negotiations, audit defense, or contact maintenance must secure the vendor’s written permission.

This is nonsensical and must be resisted at all costs. Agree to a notification procedure and mutual NDAs. Any other vendor demand should be viewed as out of scope.

Unapproved Communication A clause that extends the concept of Confidentiality to minimize the client’s discussions about the software in industry forums, with peers or the media.

This is a Freedom of Speech infringement and should not be entertained. If you cannot discuss installation problems or acknowledge usage of the vendor’s software, you give up any leverage you have (absent litigation) to ensure that the vendor delivers on their promises.

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Samuel R Mason

◦ 15 years of high-technology experience

◦ Experience driving global, high-value deals

◦ A proven contract manager & negotiator

◦ A seasoned pricing strategist

◦ Mobile: (678) 459-4651

◦ Email: SamuelRMason@gmail.com

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