IT organizations put great focus into drawing up their outsourcing contracts, but those agreements alone do not guarantee satisfactory outcomes. Attorney Brad Peterson has seen it time and time again. “Time and money are spent on drafting the contract—often a substantial amount of money. And a tremendous amount of potential value is created in that contract,” says Peterson, partner in Mayer Brown’s Chicago office and leader of its technology transactions practice.
但是随后，订婚交付给了一支善意的供应商管理团队，该团队不参与合同，并且通常无法使其中的内容成为头或尾巴。“这是可以理解的。合同是复杂且令人困惑的，并且关系经理是根据他们对技术的知识或建立关系的技能而不是根据他们如何运行合同的知识来选择的。”彼得森说。
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那些管理参与度的专业人员通常不了解其行为或沟通如何影响其公司的合法权利，这可能会引起许多问题。彼得森说：“结果是，您努力谈判并支付大量金额的收益可能会丢失。”更重要的是，争议可能更难解决，而那些纠纷不再构成诉讼，需要面试数十名证人并通过数千封电子邮件进行分类以找出发生了什么事和谁负责。
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The real value of IT outsourcing is achieved through active governance—not only of the projects in play, but of the communication and interaction between customer and provider. “Protecting the value of the contract after the ink is dry is about motivating suppliers to deliver on their promises,” says Peterson, “and preserving remedies for failure.” Peterson and Robert Kriss, litigation partner in Mayer Brown’s Chicago office recently share some best practices for governing the IT outsourcing contract once the ink is dry.
1. Control your communication
If someone on the customer side isn’t already designated in the contract, send a notice to the service provider at the start of the engagement identifying one employee authorized to speak on behalf of the customer. IT service providers are savvy. If they want to push a change in approach or document through, they will find the employee most likely to sign off on it. By designating one spokesperson, “You avoid the inadvertent but unfavorable change that occur to your contract when lower level people are approached by the provider to approve a procedural manual, for example, that ends up changing the obligations of all the parties,” says Kriss. “That makes it clear up front and in writing who represents and can bind the customer. It’s just good for the relationship and will result in fewer misunderstandings.”
Designating a customer representative enables the IT organization to control messaging, better adhere to the contract, and avoid situations where the communications or conduct of less informed personnel create ambiguity and uncertainty. And when disputes arise, you’ll only have to review the email of the one person whose communication has legal relevance versus dozens.
2.要求提供商记录请求和投诉
In many outsourcing situations, the only obligation of the customer is to pay the supplier. Not so in IT, where engagements required the customer’s contribution or collaboration. “The customer will tend to have obligations, and if the customer doesn’t perform those obligations, those may be an excuse for performance,” Peterson says.
但是，如果IT外包提供商需要向客户请求或提出客户绩效问题，以说借口是其义务之一，那么迫使提供商将问题写下来并保留所有此类问题的日志很重要。
需要记录有关合同事项的请求和答复。
3.早期澄清多云的术语
It’s important to keep the written record of the engagement as clear, complete and accurate as possible. When there are projects or situations that the contract does not explicitly address, the customer should clarify them early on and in writing. “That’s the best time to reach agreement because the parties are most open to cooperation at that point,” Kriss says.
If the details of a more granular project isn’t specified in the main agreement, write down a summary of what each parties responsibilities are and have everyone sign off on that before embarking on their work. “If there’s clarity in the written record, the likelihood of the situation getting worked in the context of outsourcing relationship is much greater,” says Kriss. “It matters so much.”
4. Send breach notices right away
彼得森（Peterson）看到了多年来在外包关系中遇到问题的客户，但没有记录他们的记录，因为他们认为向提供者发送通知会产生紧张或争论。那是一个错误。客户应第一次发生违规或失败的书面通知，此后每次。彼得森说：“这必须是公司一直使用的标准最佳实践。”他们不必是好斗，而是礼貌和事实。彼得森说：“如果您可以建立这种模式，尤其是一个单一的人愿意发送这些清晰和有用的通知，您将建立一个更好的记录。”