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II. Contract/Business Terms
The questions listed below are concerned with how well the contract reflects the agreed-upon business terms and how well it protects Tufts' interests.
Resources:
Wilson Dillaway, Debbie Nanni
- Does the vendor have a standard contract?
- Are the vendor's terms negotiable?
- Is there a provision protecting the use of Tufts' name?
- Does the contract provide for future changes to its terms?
- Does the contract clearly include all of the business terms that the salesperson has presented?
- What warranties does the contract offer?
- What are Tufts' options if the product doesn't deliver as promised?
- Does the contract include any sort of acceptance period?
- Does the contract use Massachusetts law or designate Massachusetts as the venue for disputes?
- Does the contract provide adequate protection for Tufts' confidential and sensitive information?
- If the product(s) under consideration include software, does the contract make it clear that the vendor has the right to license it? Can Tufts get a refund if the product is found to infringe?
- If the product(s) under consideration include software, is there any provision for getting a copy of the source code or placing source code in escrow? That is, can we obtain required versions of software if the vendor goes out of business or stops marketing the software for any reason?
- If the product(s) under consideration includes software, what kind of license is available? Perpetual? Annual? Does the scope of use specified in the license meet Tufts' needs?
- Is Tufts obligated to install upgrades to the product(s) under consideration? How frequently (on average) does the vendor release new versions?
- For how long is the manufacturer committed to supporting the product?
- Does the contract require Tufts to submit to audits? How frequently? How much notice is required? What are the penalties for non-copliance?
- Does the contract require that the vendor be granted remote access to the network/system? Are secure facilities available at Tufts to support this?
- Does the contract allow for Internet access to the product(s) under consideration?
- Will the vendor add any price protection guarantees for future purchases?
- Are there acceptable limitations on who may use or benefit from the product?
- Are there acceptable limitations on how the product may be used? (E.g., May it only be used for conducting university business or only by Tufts' personnel?)
- Are vendor limitations on duplicating or taking back-ups of the application/software acceptable?
- Are vendor limitations on duplicating documentation acceptable?
- Does the vendor permit electronic distribution of documentation or software?
- If the product under consideration is software/application, can it be used at an alternative site in the case of a disaster?
- Are termination terms reasonable? For example, can Tufts destroy rather than return software and all back-up copies on termination?
- Does the vendor offer discounts to Higher Education customers?
- If support or maintenance is involved, is the fee calculated using list or purchase price? Are there caps placed on annual increases?
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