What Role Should Consultants Play in Negotiating Online Services Contracts?

By Robert S. Stivers, Manager of Information Services
Harter Secrest & Emery LLP

I recently circulated a query to the Private Law Libaries Special Interest Section (PLL-SIS) of the American Association of Law Libraries (AALL) listserve asking whether anyone had  experience with a particular consulting firm and its offer to evaluate the firm’s online services contracts, and negotiate future contracts with LexisNexis and Westlaw.

I received approximately twenty responses which, as these things go, seemed like a reasonable amount of interest in the topic. The responses provided some excellent information about the consulting firm and others who provide the same type of services. The information was instructive, occasionally opinionated and included examples of both the positive and the less than positive experiences of my colleagues.

After reading the responses and giving the topic some thought, it struck me that consulting firms, just like law firms, are only as good as their human talent. And like law firms, talent can come and go, and often does in today’s mobile world. It’s also apparent that consulting firms working in the legal space often hire outside talent for specific engagements and are likely to be dependent upon the pool of talent available at the time. Preferably, someone who possesses the specific skills and experience required for the engagement is available when you need them.

So, perhaps the question I asked really needs to be refocused: Who is actually going to handle the tasks involved with gathering, sifting and analyzing my firm’s data, and eventually using that information to negotiate a more attractive, cost-effective agreement with the particular vendor? And once I’ve answered that question, it seems to me that the next question should be: Do I really need a consultant for this particular task? Several of the responses I received indicated they had come to the conclusion they did not need a consultant, but only after investing the time and effort to interview and evaluate several consultants. I now know more about my consulting choices, thanks in no small measure to many of my colleagues, and I find myself at a point where I’m inclined to forego the consultant and do it myself.

Why? I thought I sought out the information on the consultant so that I could select the best consultant to assist me in the negotiation and decision-making process? I think anyone who has spent time and gained experience using, evaluating, or managing information services should be a key player in the negotiation of an information services contract. Who else has a better understanding of the content available, the information needs of the firm, the cost of the information available versus the value delivered, and knowledge of the particular vendor sitting across the table? What about our negotiation skills? If we’re inexperienced at negotiating large dollar contracts, we shouldn’t be discouraged by the prospect of doing so. We’ve all had to start somewhere and perhaps we’re selling ourselves short. Either way, there are things we can do and have probably already done to acquire negotiating skills. We’re surrounded by attorneys and other professional staff with whom we can team up, demonstrating our knowledge as information professionals while learning what we don’t already know about successful negotiating. Who is better informed about information vendors? The hardest part may be recognizing our own talent and how well prepared we are to represent our firm’s best interests when it comes to acquiring information.

Licensing and Negotation Resources for Law Librarians:

PLL-SIS Resources Guide #6, Negotiation in Law Libraries

Negotiating Vendor Contracts in Your Favor – Jane Baugh, Director of Information Services, Woods Rogers PLC

PLL Programs Presented a the AALL Annual Meeting 2011:

H1: Getting to Yes for Your Library: Negotiating Vendor Contracts in Your Favor http://www.softconference.com/aall/sessionDetail.asp?SID=250787

Target Audience: All librarians who have a role in vendor contract negotiations

Learning Outcomes:
1. Participants will be able to analyze contract terms to better understand how those terms affect the end results of their negotiations.
2. Participants will acquire the tools to negotiate a favorable contract with a services vendor.

Vendor contracts are getting more complex, with finer print. Many librarians are involved in the contract negotiation process and need to be able to read and comprehend often complex contracts in order to get the most favorable terms for their libraries and institutions. Two attorneys who are involved in their large firms’ vendor contract negotiations, along with their library directors, will discuss contract best practices, what elements to look for in a contract, and which clauses or provisions will render a contract unworkable. They will offer practical tips on negotiation skills, and on reaching a workable agreement with service vendors.

Speakers: Coordinator: Jane R. Baugh, Woods Rogers PLC; Speakers: Clare D’Agostino, Morgan Lewis & Bockius LLP; Loretta F. Orndorff, Cozen O’Connor; Scott B. Schwartz, Cozen O’Connor; Connie Smith, Morgan Lewis & Bockius LLP

G4: Anatomy of a License Agreement

Target Audience:All librarians engaged in the licensing of online materials

Learning Outcomes:
1. Participants will be able to identify and list the key provisions in license agreements for online materials and apply the provisions to the library and patrons’ use of the licensed material.
2. Participants will be able to analyze and demonstrate knowledge of the major terms and conditions of an electronic license and with industry standards to library directors, financial officers, and vendors.

Librarians are regularly faced with reviewing and approving license agreements for the acquisition of online information sources. Lack of uniformity among publisher agreements can confuse the most-seasoned librarian and put the library at risk should a completed contract not meet expectations. In this session, a panel of experts will conduct a detailed review of the elements of a license agreement, including language restrictions and their meaning, payment terms, authorized users and uses, performance obligations, indemnification provisions, and definition of key terms. Panelists will also summarize relevant provisions of the Principles for Licensing Electronic Resources and the AALL Guide to Fair Business Practices.

Speakers: Coordinator: Michael G. Bernier, BNA; Moderator: Christine L. Graesser, Connecticut Legislative Library; Speakers: Lesley Ellen Harris, Copyrightlaws.com; Katherine Lowry, Baker & Hostetler; Tracy L. Thompson-Przylucki, New England Law Library Consortium, Inc.

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