Draft for Tamir's review. Not published.
Four questions you can judge without the technology
Ask for the evaluation record: which candidates were compared, on what criteria, and who decided. A good CIO answers this in a page.
Ask for the exit terms in plain language: what data, customers and configuration you can export, and how long it takes. Ask what the vendor must do if it misses service or delivery commitments. Ask for the total cost over the term at your growth plan, including fees that scale with usage.
What binds you for the term
List the technology commitments and mark which are fixed for the term and which can change. Over a long term, components lose support. The contract should say who replaces them, who approves the refresh and who pays.
Check the scope of any exclusivity and the conditions for release. If the deal mixes equity, supply terms and preferred status, judge each part on its own and define exit from each separately. Where supplier liability is much smaller than the possible loss, ask which loss stays with you.
Depending on your seat
If you're on the board, ask who in management owns the relationship and the measures after signature. In a partnership with equity, check directors' and executives' conflicts of interest in the vendor. Get counsel and insurance advisers to assess any liability gap.
If you're the CEO, ask who else in the company will depend on the platform and whether they were consulted. In a pilot with a startup, keep operating control and the right to stop. Put liability and insurance for the product's behavior on the startup.
What to check before you decide
- Ask for a one-page summary of the alternatives considered, the criteria, and why they lost.
- Ask what data, customers and configuration you can export at exit, and how long that takes.
- Ask what the vendor must do under the contract if it misses service or delivery commitments.
- Ask for the total cost over the term at your growth plan, including fees that scale with usage.
- List the technology commitments fixed for the term, and who pays to replace components that lose support.
- Ask which credible losses exceed the supplier's liability, and get counsel's and insurers' views on them.
- Ask who in management owns the relationship and the measures after signature.
Questions people ask
Management asks the board to approve a long term technology platform contract, what should directors ask before voting?
Ask what alternatives were evaluated and how, what the company can take with it at exit, what the vendor owes if it underperforms, and what the total cost is at the growth plan. A board can judge the answers without judging the technology. It depends on how central the platform is to the business model and on how much of the contract is still open.
Management proposes a strategic partnership with a technology vendor including equity and preferred supplier status, what should the board require?
Separate the three parts, equity, supply terms and exclusivity, and judge each on its own; a good equity deal can hide a bad supply arrangement. Require that technology decisions remain subject to normal evaluation, that preferred status has conditions, and that exit from one part does not unwind the rest. It depends on what the company needs from the vendor and on how central the vendor's technology is.
Board approving a long term site agreement with technology commitments and exclusivity, what should we check?
Check which technology commitments are fixed, such as charger types, protocols, uptime and app features, and whether the agreement lets the operator change technology as the market moves. Check what exclusivity costs if the chain underperforms and what exit exists on either side. It depends on the term, the share of the network the sites represent and the flexibility written in.
Should a long transport concession include explicit technology refresh obligations?
Define how continuing capability is maintained as components become unsupported. Approval depends on responsibility, decision rights, funding assumptions, and enforceable terms reviewed by commercial and legal owners.
Should we approve a technology contract with a large uninsured liability gap?
Assess the retained exposure alongside prevention, recovery, insurance, and feasible commercial alternatives. It depends on operational consequences, enforceable terms, supplier capability, and the board risk appetite, with legal and insurance advice informing the decision.
My CIO wants me to sign a long term platform contract next week, what should I ask before I approve it?
Ask three things: what the company can take with it if it leaves, what the vendor must do if it underperforms, and what was compared before this choice. A good CIO answers all three in a page. It depends on how central the platform is to the business and on how much of the contract is still negotiable.
Autonomous shuttle pilot agreement puts liability and data on us, what terms should a transport operator require?
Keep operating control and the right to stop the pilot, put liability and insurance for the vehicle's behavior on the startup, and share the data with rights for both sides. A pilot should cost you staff time and route access, little else. It depends on what your regulator requires for the pilot and on who holds the operating permit.
How I can help with this decision
- Ask or talk (Free)
- I give my view on which of these questions matters most for your contract, and what a satisfying answer looks like.
- Review (Pay if it was worth it)
- I write an independent opinion on the contract, the alternatives, the commitments and the exit terms, in language the board can read. I recommend to approve, approve with conditions, renegotiate or send back.
- Retain (When it makes sense)
- I stay available through the contract's first year to review the vendor's deliveries against its commitments.