Gartner Research

Negotiate Maintenance Increase Limits and 23 Other Software Terms and Conditions to Reduce IT Spending

Published: 25 October 2013

ID: G00254854

Analyst(s): Jo Ann Rosenberger, Jane B. Disbrow


Developing a checklist of critical software terms and conditions to use as part of your negotiating strategy ensures that essential business, financial, legal and technical requirements are addressed. IT procurement professionals should use 24 T&Cs as their standard software negotiation checklist.

Table Of Contents


  • Why a Checklist is Important
  • Ensure All Definitions Are Included and Clearly Defined
  • Watch for Restrictions in the License Grant
  • Negotiate for Payment Terms That Will Meet Organizational Requirements
  • Identify and Include the Usage and Access Rights Your Organization Needs
  • Include the Right to Use Outsourcers Even if You Don't Currently
  • Define License Metric Description and Examples as They Are Critical Due to Increased Audits
  • Negotiate for Protection for Product Name and Metric Changes
  • Prepare for Changes in the Technology Environment by Including Examples of Capacity Increases/Decreases
  • Ensure Rights Are Included That Provide for Platform Portability
  • Negotiate Long-Term Maintenance and Support Entitlements
  • Protect Against Unreasonable Maintenance Increases
  • Clarify the Right to Remove Licenses Off Support
  • Include the Rights to Future Versions and Enhancements
  • Include a Software Antivirus Warranty
  • Define Any Acceptance Criteria
  • Include Examples of Merger/Acquisition/Divestiture and Reorganization
  • Expand Terms and Conditions Regarding Audit Rights
  • Ensure Failover Rights and Costs are Negotiated
  • Add Rights for Disaster Recovery Testing
  • Expand Confidentiality and Nondisclosure Clauses to Cover Customer Confidential information
  • Define End-of-Term Rights and Protection for Term Extensions
  • Clarify Contract Cancellation Terms
  • Include Dispute Clauses in the Contract
  • Add "At No Additional Cost" Provisions
  • Use Caution on Any Customer Developed Software Contracts
  • Develop, Maintain and Update the Contract Checklist at Set Intervals

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