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doing a deal with a vendor negotiating a vendor contract there's some specific provisions in there that may be somewhat unique or someone a typical and not in all the other contracts you do so it's important to have a bunch of a couple of things in mind when you do these contracts and make sure that they're covered the first is really the scope of services that really means what's the vendor providing for you what are they going to do whether it's they're going to custom build a piece of technology for you they're going to provide a service for you however whatever they're going to deliver at the end of the day you need to make sure that that's very clearly defined so that there's no misunderstandings or lack of clarity around it the next thing you want to have is the performance standards or service level agreement what this essentially is is what are the metrics what's the means by which you're going to measure whether or not the vendor has provided what they are contracted to do these are going to be very important if you're talking about a vendor who's providing you a service could be uptime it could be availability of the service it could be the the value that they've delivered but you really need to understand very clearly in the contract what those items are after that you want to have a set of resolution procedures and penalties so if something hasn't gone right something isn't going right how do you solve that problem what's the very clearly defined steps that are required on each person's part what are the people how long do someone have to respond how long do they have to fix the problem if they haven't fixed the problem in a certain amount of time what are the penalties that are associated with that and what you want to do is have those clearly fine and also have penalties around them so that the motivation is on both partners part to get the thing done you also want to make sure that you have controls and security and confidentiality so what type of information is the vendor going to get from you what type of information about your users are they going to get what types of things are they going to have access to you want to make sure that it's really clearly defined not only that they are responsible for maintaining control and safety of all this but also that any third party that they contract out with is that has to abide by those same right relations because oftentimes you'll find that vendors use outsourced vendors themselves you want to make sure you're covered here the final thing that is important especially when you're talking about technology is ownership and licensing you want to make sure if you're working with a vendor who's writing some code for you or building a product for you who owns that at the end of the day is it something that they're gonna own and continue to hold on to and be able to resell is it something that you have ownership for that has to be really clearly defined in the contract otherwise it could lead to a lot of litigation down the line what you'll see is that vendor relationships they're different in many ways from the other partnerships that your company is going to be involved in so it's important when you start to get involved in negotiations and vetting vendors you make sure to incorporate all of these elements into your contract so that you have the protections that you need to make your business successful