ism presentation july 1 2009

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NEGOTIATION SKILLS FOR INFORMATION TECHNOLOGY

CONTRACTS

June 24, 2009Suzanne Harris

Newport Beach, CA

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NEGOTIATION SKILLS FOR INFORMATION TECHNOLOGY

CONTRACTS

Welcome! Institute For Supply

Management

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Agenda

Introductions Basic IT Contracts and Deal Points Sourcing and Information

Technology Negotiation Summary Question and Answers

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Introduction To IT Contracts

Who Are We? Strategic Sourcing Indirect Purchasing Procurement Contract Department Contract Negotiation Department IT Contract Department IT Vendor Management IT Sourcing IT Vendor Management Organization (VMO)

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Introduction To IT Contracts

Your name Company Title What organization do you report to What you are hoping to learn

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Introduction to IT Contracts

“In business as in life, you don’t get what you deserve, you get what you negotiate”.

Chester Karrass

“90% of negotiation is preparation”.

Suzanne Harris

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IT Contracts and Deal Points

Contracts Commonly Used in IT *Non Disclosure Agreement, NDA Hardware Agreement Telecom Agreement *Master Services Agreement *Statement of Work *Software License Agreement Software Maintenance Agreement Software as a Service, SAS and Hosted*Recommended contract templates

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Non Disclosure Agreement:

Protect confidential information Unilateral or bilateral

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Nondisclosure Agreement NDA is required before company confidential

information can be shared. Defines Confidential Information

Work product resulting from or related to work or projects performed

General or specific to a project Time Based - when does it expire

Do you have an NDA on file that is sufficient?

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Nondisclosure Agreement (cont’d)Who’s Paper? Theirs or yours? Term of the Agreement

Why have term? What is long enough?

Defines What Is Confidential Confidential information disclosed remains

property of the owner

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Nondisclosure Agreement (cont’d) Non compete using confidential

information Damages for breach State Law Governing What is the down side? They steal your

intellectual property! Your Leverage: We can’t talk to sales

without one!

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The Master Services Agreement

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IT Contracts and Deal PointsMSA

Master Services Agreement, MSA: Professional Services Contractors Consultants

MSA is basis for support on all other agreements. Defines the on-going relationship between the two

companies We do not have to repeat these terms in each SOW.

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Term and Termination: Defines the effective date Defines the term May describe auto-renewal

Recommendation: Effective until cancelled. Can be cancelled without cause by customer with 30 days written notice.

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Invoicing and payment Payment Terms Penalties for late payment Confidentiality Intellectual Property:

Ownership Indemnity for use of IP

Non-solicitation

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Warranty Provides protection of the SP failing to

provide quality services against the SOW. Provides language on notice of failure

and “reasonable” response to cure the failure.

Indemnification Held harmless by SP

Limitation of Liability

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Insurance Lengthy clauses detailing types and

amounts of coverage required. Professional Liability $5M Commercial General Liability $5M Worker’s Compensation Insurance Employers Liability Insurance $1M Automobile Liability Insurance $5M Fidelity Insurance (fraud, dishonest or

unauthorized acts) Cyber Risk $5M

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Independent Contractor: Defines the Service Provider, SP, is not an

employee- important for tax purposes. Defines Liability: Work Site Coverage is

not covered by customers worker’s compensation, liability or other insurance. Requires SP to have a significant amount of insurance coverage.

Risk Management

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General Provisions: Force Majeure (French for "superior force"), also known as cas

fortuit (French) or casus fortuitus (Latin)[1], is a common clause in contracts which essentially frees both parties from liability or obligation when an extraordinary event or circumstance beyond the control of the parties, such as a war, strike, riot, crime, or an event described by the legal term "act of God" (e.g., flooding, earthquake, volcano), prevents one or both parties from fulfilling their obligations under the contract. However, force majeure is not intended to excuse negligence or other malfeasance of a party, as where non-performance is caused by the usual and natural consequences of external forces (e.g., predicted rain stops an outdoor event), or where the intervening circumstances are specifically contemplated.

Don’t let things like “delayed transportation” slip in.

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IT Contracts and Deal PointsSOW

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Statement Of Work: Key components include

Effective Date: Term of the agreement Identify Attachments Project Description Objectives Status Reports Acceptance Criteria Project Assumptions

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Statement Of Work: Key components include (cont’d)

Attachments: A-1 Project Status Report Form A-2 Change Order Form A-3 Travel Policy

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Identify Key Roles and Assignments Change Control Pricing and payment Termination Total authorized dollars

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Deliverables Estimated Due date Materials Expenses Maximum Amount Payable

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Pricing methodology: Fixed fee versus estimated dollar per hour -Not To Exceed

Are Travel and Expenses authorized? If so, what is the Not To Exceed number?

Dependencies

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Deliverables Detailed description of Deliverables Schedule of deliverables Acceptance criteria for deliverables Connection of payment tied to your

acceptance of deliverables SLA's and penalties or credits for late

or unacceptable delivery

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Most common deal points: Clarity of scope Delivery schedule Locking in personnel by name Fixed Fee versus Time and Materials Expenses Who’s travel policy Change Order Credits for late deliverables

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Pros for Fixed Bid Scope of work is clear Deliverables are measurable Timeliness is critical Little chance of change in scope Success is measured on the result Clear picture of how much this costs

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Negotiation Points: Start With Your Templates MSA on file or in conjunction with Is software part of the deal What is in it for them Your estimate versus their bid Determine risk factors

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Cons For Fixed Bid Scope is not certain Supplier knows the scope is uncertain Supplier inflates the price because of

the “unknown” and risk is shifted to him

It doesn’t meet the “reasonable” test The “Change Order”

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Pros for T & E Bid Scope of work not clear Nature of the work is transactional Scope will be determined after work has

begun You want to pay as you go Significant chance of change in scope Success is measured by making progress

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Cons For T & E Bid Supplier is not motivated to complete Could increase your cost You hold most of the risk Deliverables are clear The “Change Order”

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Negotiation tips for SOW’s Each is unique Diagnose which is better for your situation Use

Competition “Make in House” Exceeds the Budget Future business Time Authorized to negotiate and make concessions

today

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Negotiation tips for SOW’s Consider

Use your contract template Limit the scope and plan to add on as needed Use acceptance criteria Identify the personnel by name Limit personnel changes using contract language Estimate what it should be and negotiate for that Expenses Letter of Intent

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Software License Agreements

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Software License Agreement:Your greatest leverage exists during new acquisitions, or if

there is the threat of replacement .

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IT Contracts and Deal PointsSLA


First you get the pitch, promises, the power points, the white papers, the demo, then…

The Contract

“Entire Agreement” means…..

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One sided to protect the supplier It takes time to identify and negotiate to

eliminate and minimize risk The process takes time. Plan for it.

There is no perfect license model

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Too simple: Lacks critical terms

Too Complex: Difficult to administer

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The Contract Definitions:

Affiliates, update, upgrade Term and Termination:

Perpetual was the rule Annual Multiple year

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Software License Agreements Pricing, Payment and Delivery Delivery Invoices and payment Related Services Acceptance Representations and Warranties

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Software License Agreements Indemnification Confidential Information Source code escrow Dispute resolution Assignment

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Software License Agreements 90 day pilot Metrics Audits True and True Down May include maintenance terms or be

separate

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Audits

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Software License Agreements: Audits Revenue stream Costly How often? Most likely to? If I outsource?

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Software License Agreements: Audits Contract Language

Notice No interruption of work Scope Cost of the audit Confidentiality Effect of finding of out of compliance Outsource provision

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Software License Agreements: Audits If you become knowledgeable:

Inform the CFO Potential Liability “Off Balance Sheet”

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License Models Named User Concurrent-User Role Based Employee Based Financial Based Transaction Based

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Named User Advantage:

Traceability Additions not required for multiple instances,

failover or backup Easier when combining after a merger

Disadvantage: Definitions of Name user can be misinterpreted If the older, unused login ID’s the vendor could

count those as well Multiple people can not user the same login ID

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Concurrent User: Cost effective for multiple time zones Cost effective for the “occasional” user

Disadvantage: Often this term is not well defined in he

contract and subject to interpretations (average users versus maximum users)

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Role Based: Professional, employee, casual, normal, super

users Multiple role-based user models reflect the

value used Disadvantage:

Tracking usage can be difficult It can be difficult to maintain the number of

licenses required for reach category Contract language can be vague

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Employee Based Advantage:

The number of employees reflect the value received Simple model for tracking purposes Simple contract language Predicable increases and decreases

Disadvantage: The term “employee” can have multiple definitions The contract needs clear language about the impact of

employee downturn If a merger or acquisition happens cost can go up

immediately

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Financed Based ModelThis model uses total revenue, operating budget,

or cost of goods sold. Advantage:

The vendor can track the metrics for annual reports and public information.

Usually just one number to track Easy to budget for

Disadvantage: No correlation between revenue and value received Customer cost of doing business can go up without a decrease in

software cost Surveys show that customer is perception that this model increases

cost

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Transaction BasedThis model is becoming popular in the application

software space. Advantage:

Customers can negotiate the cost per transaction Disadvantage:

Transaction costs may not accurately reflect the value Often poorly defined in the contract May be difficult to count May vary from month to month, quarter to quarter making

budgeting difficult Suppliers want increases but no decreases in cost

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Items for consideration: License Type Discount Metrics Based No cost for

Development License No cost for cold server Escrow Reporting

ESD Payment due upon

acceptance testing Indemnification Term and

termination Bankruptcy Assignment

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Software License Agreements Price protection for future requirements Third party usage (example: Outsource

services from India, China, Mexico) Acceptance testing Warranty True Up Audits

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Negotiation Points To Consider Who are the vendors under consideration Is their more than one? Could we “make” the solution? What discounts have they offered? When is their end of quarter, end of year? Can you get a third party to provide contract

guidance? What other motives does the supplier have?

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Software Maintenance

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General Guidelines for Software Maintenance Ranges from 15% to 25% Computed off of list or discounted price Include price caps Include language on what happens after caps Include language to drop support on unused Select the appropriate level Penalties for not making SLA’s

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IT Contracts and Deal PointsSoftware Maintenance

Maintenance Agreements Services: Upgrades: Previous versions/platforms

supported Customizations and required support SLA's: Term: Pricing and Payment Term

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Maintenance Agreements Price Protection CPI Security/System Access: Personnel/Subcontractors: No

subcontractors used unless authorized by your company

Co-terminus maintenance for staggered license deployments.

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Maintenance Agreements Inventory review

Is it global? Biggest spend Same supplier versus same product

analysis Can we co-term agreements Identify maintenance we wish to

terminate

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Software MaintenanceSoftware Maintenance and Shelfware

Standard Shelfware: Never deployed Under-Utilized Shelfware: Little usage Bundled Shelfware:

Purchased together but not all launched Each software module is embedded

Shadow User Shelfware: Purchased for all geographies but not fully deployed

Shadow Device Software: Licensed to run on several devices, used on one

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Finding Shelfware: Why:

Reduce maintenance cost Reduce administrative cost Understand first hand what not to do

in the future with license agreements

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Finding Shelfware: How:

Make it visible Follow the money Analyze the user base Check client, serve, mainframe and

cloud

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Actions on Identified Shelfware:

Renegotiate support Stop using and cancel Start using of the software to drive

value Lessons learned

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IT Contracts: Sourcing and Information

Technology

“A match made in heaven.”S. Harris

“Begin with the end in mind”.Stephen R. CoveyAuthor, The 7 Habits of Highly Effective People

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Technology

Mission statements drive goals. Common goals drive teamwork.

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Technology

If 90 % of negotiation is preparation, then internal preparation is the key to success. Preparing with relationships Preparing with data Preparing with a strategy

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IT and Strategic SourcingMaturity Model

Maturity Model

Step A- Survival –Administrative interface with Purchasing Step B- Aware — Realization that infrastructure and operations are critical to the business-continued

administrative interface with Purchasing Step C- Committed — Moving to a managed environment, tactical interface with Purchasing Step D- Proactive — Gaining efficiencies and service quality through standardization, policy

development, governance structures and implementation of proactive interfacing with tactical interface with Purchasing. The start of cross-departmental process alignment.

Step E- Service-Alignment — Managing IT like a business; customer-focused; trusted IT service provider and interface with Strategic Sourcing.

Step F- Business Partnership — Trusted partner to the business and sees Strategic Sourcing role for increasing the value and competitiveness of the business process.

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IT Contracts: Sourcing and Information Technology

Two Types of Negotiation

Internal Negotiation

External Negotiation

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Technology

STRATEGIC SOURCING and IT DEVELOPMENT MODEL

Diagnose your relationship with IT to determine how to negotiate with your internal Customer/business partner:

Administrative or Tactical

Strategic

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Technology

Administrative or Tactical Role Supports IT by:

Issuing purchase orders Some administrative negotiation Expediting orders Clearing disputes with Accounts payable Providing purchase order copies Retaining documentation

Your Role: IT is your customer Their Attitude: Just get it done!

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Technology

Strategic Support is being a Trusted Business Partner

Attributes of Sourcing Support: IT Knowledge Strategic Plan Budget Shared Goals Contract Expertise Negotiation Skills

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Technology

Sourcing Managers preparation should: Understand your company goals What has happened so far Budget Technical specifications Third party research Time Who are the major players What do we want and need out of this?

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Technology

Supplier Negotiation: Expert Negotiator: Understand sales tactics and

how to maneuver around them. Planning: Acting as a partner with IT agrees on the

action plan between the supplier and the company. Leadership: Takes the lead with the negotiation

process. Communication: The supplier sees you as the

decision maker and the central point of communication for business issues. IT supports this by not allowing the supplier to go around you.

Supplier Identification: Uses previous experience and knowledge, including third party research, to identify potential sources of supply.

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Technology

Supplier Negotiation: Roles: Understands and clarifies roles and

responsibilities between the team members when necessary.

Teamwork: Attends IT planning and status meetings.

Sourcing: Understands the strategic plan and the implications of how the plan impacts the sole and single source limitations to supplier selection and negotiation.

Example: Oracle Preparation: Understands and demonstrates the

90% preparation rule. Goal Accomplishment: Shares in credit and failure.

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Technology

Sourcing Manager Role For Projects: Identifies the SME/PM goals and objectives Contacts Legal for participation RFP as required: example corporate policy:

3 bids for purchases over $100K) Utilize your company standard contract templates

Non disclosure agreement Master Services Agreement Statement of work Software license and maintenance agreement

Leadership for negotiating price, terms and conditions Receives the teams final agreement Administrative retention

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Technology

ROLES AND RESPONSIBILITES Typical Cross Functional Sourcing Teams Strategic Sourcing “The Business” owner IT Subject Matter Expert IT Operations Project Manager Legal Counsel Others as assigned

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IT and Strategic Sourcing Development Model

Step A- Survival –Administrative interface with Purchasing. Step B- Aware — Realization that infrastructure and operations are

critical to the business with continued administrative interface with Purchasing.

Step C- Committed — Moving to a managed environment, developing a tactical interface with Purchasing.

Step D- Proactive — Gaining efficiencies and service quality through standardization, policy development, governance structures and implementation of proactive interfacing and tactical interface with Purchasing. The start of cross-departmental process alignment.

Step E- Service-Alignment — Managing IT like a business; customer-focused; trusted IT service provider and interface with Strategic Sourcing.

Step F- Business Partnership — Trusted partner to the business and sees Strategic Sourcing role for increasing the value and competitiveness of the business process and risk mitigation.

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Technology

TIPS FOR IMPROVING TEAMWORK Understand their business Develop your negotiation skills Relationship building: Honey versus

vinegar Presentations: Get to know them Ask for suggestions on how to improve

the working relationship

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Technology

TIPS FOR IMPROVING TEAMWORK (Cont’d)

Roles and Responsibilities Corporate Policy What is in it for them Examples of wins and show value Responding within their time frame Understanding what you are buying Don’t have bureaucratic procedures Display leadership on business issues

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Technology

Soft Skills and Hard Skills

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Technology

Soft Skills and Hard Skills

DriverAnalyticalAmiableExpressive

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Technology

“The Social Styles Handbook” by Wilson Learning

ANALYTICAL DRIVER

AMIABLE EXPRESSIVE

Task

People

AskTell

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Technology

Preparing To Gain Contract Approval Business Summary Template Show the work Show the savings Approvals versus signature How does the signatory want to

interface?

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IT Contracts: Negotiation

.

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Basics of Negotiation Anybody can negotiate Attitude Preparation Relationship Rule Time The Iceberg Practice Knowing what you are up against

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How is IT negotiation different?

Reporting structure Pace Impact to the business Cost and perception Niche

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Contract Templates: Provides a baseline of terms

acceptable Provides a starting point in the RFP Provides a a standardization of terms

which you are the expert

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The power of attitude: “They have more power than me.” “It is just company money.” “I can’t ask for that.” “No time to plan.”We lose sight of the fact that we are up

against a skilled negotiator.

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The Iceberg Rule

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Negotiation Points To Consider Who are the internal players Is the budget approved When is it needed What have we done so far Is the project Formal or Informal What are the goals of the business owners What are the goals of the IT owners What are your goals

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IT Contracts: NegotiationFormal Formal Team Written Objective

Statement/Goals Milestones and status Consensus Slower Strategic Increased Visibility Requires a fully

documented business case

Informal Members as needed Fewer deciding members Renewals Smaller new deals Not seen as strategic Information, RFI

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How does the supplier prepare? Starts with looking at your home page Are you profitable Do you have budget Who will talk to him What is their leverage Who is the competition and what is their

motivation They start high to see what they can get

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From the Software Sales Point of View:

They spend 90% of their time preparing The “Real Estate” mind set If we are:

Adversarial Ask for unreasonable concessions Don’t appear to be a decision maker

What do they do….

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From the Software Sales Point of View: What motivates them to give you the best

deal?

What are the chances? Real estate mind set

What about you motivates them to give you the best deal?

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From the Software Sales Point of View: What about you motivates them to give you

the best deal? Homework Your business acumen Their perception that you have decision making

power They are unable to go around you You share what needs to be done to get it done Tough, but respectful Make reasonable requests

Know when enough is enough

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From the Software Sales Point of View: 90 day increments Predictable Identify who has the relationship Most have a significant base salary License price versus maintenance cost Lose early Qualifying questions Cross validate Two weeks before end of quarter

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Professional Services Scope Risk Deliverables Acceptance Dependencies Penalties

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VSOE

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VSOE: Vendor Specific Objective Evidence

What is it? How does it impact software sales and

contracts?

AICPA Statement Of Position (SOP) 97-2, Software Recognition

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VSOE: Vendor Specific Objective Evidence Example:

Customized or configured software delivered but requires professional services

Software Agreement SOW

Example: Software shipped to the VAR or SP Parked software

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“What don’t we ask Sales that we should?”

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Our Preparation: What questions do we ask Sales?

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What should we be asking Sales?

“Help me understand…. “What are the discount thresholds?” “What puts me in a different tier?” “Every company is different, how does your

work?” “We appreciate the time you have spent getting

to understand us and our requirements. I would like to understand how to best work with your company.”

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What Sales people want to say to us…. Adversarial Your professional acumen Reasonable Ask for it all but…. Maintenance discounts My concession on free professional

services When you ask to change your sales person What is in it for me!

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Negotiation Opening, Target and Bottom Line The power of competition Consolidation: Co-terminus maintenance Using competition (when you don’t have it) The power of time Silence Third party research Focusing communication

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Negotiation Opening, Target and Bottom Line

55% with metrics 65% with metrics 82% with metrics 90% with no metrics

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Negotiation The power of competition

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Competition: Do they know it? And can you keep it

from them if they don’t? If they don’t know, act as if there is

competition If they do know it acknowledge it

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Consider using the following: We may not buy it at all It may exceed our budget We may elect to make it in house It may not be confirmed in our Strategic Plan We need to make the decision or

recommendation now Don’t call him back Tell him you that there is a perception that other

customers of his received a better deal

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Negotiation The power of time

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Negotiation The power of time

$1.1M in professional services Opening $800K Target $900K Bottom line $1.1M

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Negotiation The power of silence

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Negotiation The power of silence

House hunting S250K offer

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Negotiation The power of third party research

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Negotiation The power of third party research

$100M list price enterprise software No price protection for future purchases Opening: asking for three years Target: One year Bottom Line: No years

Achieved:

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Benefits of Gartner or other third party services: Annual named user seat holder license Research papers on specific technologies “Magic Quadrant” for suppliers Analyst provide guidance:

Pros and Cons Pricing BIC Contract terms

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Third party research benefits: Who are the major players How are the major players ranked

Leaders, niche, visionaries, challengers Pricing targets Contract term targets Negotiating tactics The suppliers motivation Changing product line Competition is coming

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Third Party Research Telecom: Add a business technology migration clause Add a business downturn clause Add a rate review clause Data circuits: identify and negotiate the

biggest usage

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Tactics The power of “We don’t need it”. The power of “We are thinking of making it

internally.” Good guy, bad guy Asking Sales, “What is the best you have

ever given another customer like me?” Asking Sales, “How are you compensated?” The budget Requiring higher authority approval,

reluctantly

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Preparation For Formal Project

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Formal Project Scope: Develop the team Objective Statement: Musts Versus Wants Develop the objectives Request For Proposal

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Preparation For Formal ProjectPart One: PMO Leads The Objective Statement “To select the best software application to manage

OUR Company financial operations”. Musts and Wants Selection of who is on the bid list

Consider incumbents, suggestions from research with third parties, suggestions from team

RFP- include your contract templates Taylor questions so that answers will be quantifiable

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Preparation For A Formal ProjectPart Two: Analyze the responses Provide a copy to your third party adviser

(Gartner) Determine the two (or one) on the short list Spreadsheet their offer(s) against your goal Review with Legal

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Negotiation Points: Type:

Enterprise, single user, concurrent Does the supplier offer different choices? What are the costs of these choices? What is the strategic plan? Why are you recommending one of the

other? Ownership Language:

What happens if you are sold or taken over? “Sure, I will sell it to you again!”

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Part Three Schedule a negotiation preparation

meeting Identify items for negotiation Legal Business Opening, target and bottom line Who is on the negotiation team (roles)

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Part Four Meet with the supplier Reassess Repeat until concluded

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Term License Models: Grant Of Usage

Enterprise Perpetual Annual Concurrent User Term per user

Which one for which deal?

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IT Contracts: Negotiation Example One: Maintenance Cost

Four Years ago bought a $5.0 M software license package (perpetual) with maintenance cost of $1.0 M per year

Maintenance is up for renewal in 3 months In 3 months it is the suppliers end of quarter License Application suite is for Marketing Documentation showed 10 different

applications Supplier threw in the other 8 for “free”

This is called “shelfware”.

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IT Contracts: NegotiationMaintenance Cost: Preparation Meeting Meet with IT and reviewed the history

Did we still need it? Will we need it in the future? Can we buy another product cheaper? How many times have we called for support or

updated: How many of the ten applications have we

launched? Will we ever want the other eight? Cancellation Requirement: Requires a thirty day

written notice

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Maintenance Cost: Planning Communication Timing Sourcing to contact supplier and convey:

Shock Opening Communication

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Maintenance Cost: Supplier Response First thing supplier does SME calls Sourcing IT steps in Supplier provides first offer Asks about internal process

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Maintenance Cost: Our Response CIO does not take rushes on his desk. 30 day cancellation letter Call the supplier We don’t need it for that price. What we are ready to do

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Maintenance Cost: Supplier Response Supplier submits Expedite

Savings is $800K annually

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Example Two: Enterprise SoftwareList Price $100M

Iceberg Preparation Delivery Results

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Example Three: ESD Three year agreement showing “Deliver

Media” Total Tax implication: $900K.

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Example Four: ABC John’s Hosted solution Incumbent, 10% reduction last year Renewal is due in < three months Preparation Tactics Used Result

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Example Five: Financial Systems Software Incumbent Annual software maintenance renewal in three

months Preparation Tactics Used Result Supplier response

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Preparation Research the Current Situation

Is there a budget, if so what is it? Understand what you are buying What has already been done by IT What are their goals? Make or Buy Sole, single or multi source

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Research the supplier base IT recommendations Gartner For IT Leaders Forrester Tower Group Supplier websites

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Cost Savings:

Hard Cost Savings

Soft Cost Savings

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Cost Savings:Hard Cost Savings From budget From previous buy From first proposal*What you caused to happen

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Cost Savings:Soft Cost Savings Payment terms Penalties for late Limited potential future increases

*What you caused to happen

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Cost Savings:

What is the biggest problem here?

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Summary

Each contract is different Goal alignment Preparation is key to success Practice negotiation Declare Hard and Soft cost savings

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Summary Suggestions:

Compile data on renewals Look for co-terminus opportunities Look for “shelfware” ESD Use third parties Sharpen the Saw on soft and hard skills Strive to be “Strategic” Create or review templates Use formulas or definitions for cost savings

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Summary

Training For IT Contracts Shadow others Contract Templates, line by line Learn how to research sources of supply Develop a process to determine financial stability Attend IT meetings Ask to see the strategic plan and understand the

budget Network with those that know how Teach someone

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Time For Q & A Questions and Answers

Contact me at: Suzanne Harris

[email protected] 831 332 3450

ism presentation july 1 2009

Documents

deal points contracts

deal points sourcing

deal points msa term

deal points sow20

deal points msa invoicing

deal points msa warranty

common clausein contracts

automobile liability