SAM Managers know how to count and use licenses in a efficient way. SW Buyers & Procurement Managers know how to negotiate contractual terms and financial conditions.
Well, that is a very basic way to see roles and responsabilities for these stakeholders, and I am not trying into that post to state who should do what, and dress the limit of responsability and accountability between both positions. But what I am sure of, is that a good negotiation should be jointly led by both SAM Managers & SW Lead Buyer / Procurement Managers.
Negotiating license counting, contractual terms & prices are even more valuable when these can immediately be processed to determine the real financial benefits in the end. Negotiating your SW contract is then the third enabler you must activate, after smart license assigment & MACD, when you want to reach the best value for money out of your SW licenses.
It would be pretentious and erroneous to state that we would post here negotiation guides or tips valid for any vendor, any customer, any type of licenses.
Each negotiation is different, and it is very much related to customer context, SW Vendor strategy and products scorecard.
Let’s just go through inescapable negotiation areas you will always have to deal with:
Of course, when we talk about SW negotiation, very first thing we have in mind is to obtain the best Unit prices. And it is not only natural thinking but real mandatory objectives ! Very basic example around it is Office 365 subscriptions. If you have +15k users, and unit prices proposed for E3 plan is 18€/month, well getting even -0.5€ on that price will immediately make you save ~100k€/year !
To know which price you should target, it is important to put them into the perspective of quantities you intend to buy, and benchmark study can help determine right objectives. External SAM consultancy companies can help you on that. No need of course to try to negotiate all prices of all SKUs of your contract, because you will not get everything you want on every items, so let’s stay focused on what really weights a lot in you SW spend.
If you negotiate a SW contract that require preliminary migration or installation phase, you can either negotiate a quantity ramp up…. or a price ramp up.
Example, you are about to enter into Enterprise Agreement Subscription with Office 365 as an Enterprise product. OK… but, it may take 12 to 24 months to really migrate the 15k laptops & users to that new workplace (7.5k during 1st year, and then +7.5k during second year). Microsoft says that you should immediately subscribe for 15k users, at the entrance into that contract. OK, let’s transform then the Office 365 users adoption ramp up into a price ramp up => for example 8.5€/user during year 1 for 15k users, and then 13€/user during year 2, and finally 17.5€/user during year 3.
The well-known “cancel & replace” option can also sometimes help you save money, especially when you have inherited expensive maintenance flows (directly indexed from old expensive purchase), and you want to reduce your OPEX for the future. Let’s terminate some licenses, accept you will never use them again, and purchase whole new licenses with exact same usage rights that the former ones, but possibly -30% or -50% cheaper than before. That use case is particularly valid for Oracle.
Of couse, negotiation is not only a matter of unit price. Because behind each license, you have a definition of usage rights, what you can do with that license, what you can’t, the associated metric….. it is sometimes acceptable for SW Vendor to negotiate these definitions, and benefits for the customers can be huge. What do you want to negotiate ? The list can be very long, and again different for each SW vendor, but let’s write down here some recent examples we have observed:
- Custom minima NUP rule for Oracle licenses,
- Ability to convert CPU into NUP and the other way around,
- Ability to keep the benefit of an old metric, processor-based, for new SW version whereas these are supposed to be only sold in core-based metric (for Microsoft),
- Custom transformation ratio when re-calculating quantity of licenses from processor-based metrics into new core-based metrics (for Microsoft),
- Custom Core Multiplier factor when using core-based on prem licenses to cover new Azure VM with Azure Hybrid Benefits
Such discussion about “License definitions” are sometimes quite far from immediate financial revenue impact into sales executive’s mind, which explains why they may more easily accept such request whereas negotiation is more difficult on prices. If you know what you’re doing, such negotiated licensing rules can bring you even more savings than successful price negotiation.
Depending on your vendor relationship, and vendor management strategy, you may elect to go for different contract types, even if you will be able to purchase same product licenses in the end. Very classic example is Microsoft contract vehicles; many choices between Enterprise Agreement (perpetual or subscription), Server and Cloud Enrollment, Select+, MPSA… SPLA and now CSP.
It is absolutely necessary that you measure characteristics of each contract type, given that beyond financial incentives, there are often stakes of scope / quantity / duration / revenue committment behind that.
Quick example is to determine whether you want to enter into SCE to maintain, renew or refresh your Windows Server, CIS, Biztalk & SQL Server. It can definitely bring you benefits, especially if you have very old licenses, not maintained, in you licensing estate. Subscription SCE is a way to start a SW refresh program, while re-covering under Software Assurance very old licenses that you would have never imagined re-using again (former Baseline). But if you own heterogeneous estate of licenses, with some recent licenses voluntarily without S.A. (because you just don’t need it), entering into SCE may imply to temporarily put these into stand by, not being able to use them at all during the full SCE period. => Beyond the forecasted recurring expense, that choice may immediately bring you at non-compliance risk. In that case, keeping an old-fashioned Select+ contract through which you will choose what license you want to have S.A. on, and which others you prefer not to maintain, may look like an immediate higher expense, but it can prevent you from non compliance risk for the future.
Once you have chosen your contract type, of course you will need to adhere to the “spirit” of that contract vehicle, and what it has been designed for. Yet, you can try to review some specific clauses or default amendments that may be the real cons of these contracts.
You go for Enterprise Agreement Subscription ? OK, one of the theoretical benefits of that contract, is that you can “True Down”, which is never possible with perpetual licenses purchased once for all. OK, but is this True Down capability still maintained in your context? Pay attention to amendments….
What about the audit clause ? Is it well balanced between the SW Vendor & the customers ? If you don’t think so, it is the only moment when you can imagine to review that clause, so let’s open the discussion.
And probably the most important, review and do not hesitate to revisit definitions. “This is our standard contracts that have been signed by hundreds of customers” is not a reason to accept definitions that are too vague and subject to ambiguity (of course, for such a negotiation to be conducted in good faith, you should also make sure to discuss critical points only, not all small mistakes you may discoved in standard contracts !)
Finally, there will always be a clause that describes which organisational scope that contract applies on. It is one of the most important clause into that contract, and you must be 100% sure to understand whether this applies to the whole group (including sometimes affiliates that you do not really have control on….), what happens if there is a carve out, new companies being bought out…=> This is real business life, and you’d better anticipate it for the next contractual period.
And what happens after ?
It may be surprising to negotiate conditions about what would happen after the contract… given that this new contract has not even been agreed nor signed yet ! Yes, but common disappointment may happen in 3 years, especially if the contract you are about to sign is a real change into your organization, that will include locking mecanism. Concretely, you are about to switch from classic Office standalone perpetual licenses to Office 365 subscriptions ? Good if that fits your workplace modernization strategy, and if you get good prices for that change. But keep in mind that you may experience a large subscription price increase in 3 years, and you will not have many levers to escape it.
So it is interesting then to negotiate your contract duration: 5 years, even with annual committment is often more interesting than 3 years, because even if you may think you loose the flexibility to renegotiate prices in 3 years, just accept that it was only a very unlikely option that prices would decrease…, whereas making sure you will get the same unit prices in Year 4 and Year 5 is something really concrete.
You can also negotiate a price hold after the contract period, or a price increase cap (even +10%, which can sometimes be seen as very large price increase, that the Vendor will then apply by default, is sometimes much better than no figure in the contract…. and new discussion in 3 years time from now starting with a +40% default increase !!)
Eventually, you can negotiate buy-out clause which enable you to exit subscription-based contract while limiting the damage. Of course, prices will by default look too expensive, but again, let’s see that as a negotiation safeguards for the future.