Vendor lock-in, part 3Solid contract negotiation key to avoiding lock-in

In Monopoly -- the board game, not the Microsoft game -- players can win a card that gets them out of jail free. There's no magic card to help IT shops stay out of vendor lock-in situations, but IT shops can play the vendor relationship game and win. In part three of our three-part series on vendor lock-in, SearchEnterpriseLinux.com Ask the Expert advisors Sam Greenblatt, Ken Milberg, Matt O'Keefe and John Terpstra offer tips for establishing and maintaining healthy -- and lock-in free -- relationships with vendors.

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How can I take advantage of the services and products offered by proprietary vendors without getting 'locked' in? You can take advantage of top products by not necessarily buying everything that the proprietary vendor sells. For example, IBM's middleware product works nicely with Oracle as its database engine. You can also run WebSphere on PC platforms as well as RISC machines. I would try to mix things up where I could, to prevent...

'lock-in.' How can I take advantage of the services and products offered by proprietary vendors without getting 'locked' in? Design your IT infrastructure so that you aren't limited to using hardware or software from a single vendor. Utilizing Intel hardware with either Windows or Linux, storage area networks based on Fibre Channel, and standards-driven storage products can help avoid lock-in. If my IT shop and company is going to be software-independent, should we be absolute experts on the open source software we implement? If not, should we use a consultant? The old debate, hiring staff or using consultants, is an ongoing one. My personal feeling is that it is largely dependent on how dynamic an environment it is. If the environment is ever changing, there are programs and code that need to be changed constantly, and/or the service-level agreements with customers are brutal (24/7, no downtime) then absolutely I would bring in people. If the project is short term, or the infrastructure is undergoing a one-time major change, then I would bring in consultants to meet the short-term flurry of activity. I have always found that what works the best is a mixed bag of consultants and staff, both complementing one another. How can I take advantage of the services and products offered by proprietary vendors without getting 'locked' in? One does not get locked in to a vendor when they ensure that the vendor utilizes open standards, and the vendor provides the best possible financial incentive for the use of the product. How can I take advantage of the services and products offered by proprietary vendors without getting 'locked' in? Negotiate a good contract -- one that protects you and your vendor.

If my IT shop and company is going to be software-independent, should we be absolute experts on the open source software we implement? If not, should we use a consultant?
A more realistic goal is to hire and retain several savvy systems professionals who understand how to customize and deploy open source applications. Such professionals tend to be very good at systems design because they have spent so much time trying to understand how all the components fit together. This is a great strength of open source software. I would avoid [using a consultant] unless there's a strategic reason behind it. Typically, keeping mission-critical systems running is always a full-time job for dedicated employees. If my IT shop and company is going to be software-independent, should we be absolute experts on the open source software we implement? If not, should we use a consultant?
Always use an independent consultant to review your plans and to validate your assumptions. If my IT shop and company is going to be software-independent, should we be absolute experts on the open source software we implement? If not, should we use a consultant?
This question begs an answer that you hire a consultant. The reality is that through careful planning a person can formulate an excellent plan to implement an open innovation model that includes commercial and open source. The use of a peer reference model and observing successes in the industry can help you formulate a plan. What are some steps an enterprise can take to negotiate between its own interests and a vendor's interests concerning proprietary code?
One solution is to affect code escrow. If you do, make certain:

  • An independent expert validates [that] the code is complete and the application can be rebuilt from the escrow code base.
  • Make provisions for keeping the escrow code up to date.

Always establish contractually who owns the code, what changes may be made, what are the redistribution rights within customer's own company or within any company it may acquire or be acquired by.

You must also appreciate that a vendor may wish to exercise the right to protect its product and its business.

A vendor is likely to negotiate amenable terms before a customer enters into a contractual agreement, and least be likely to acquiesce to any change in customer requirements after the deal has been done. If you fail to negotiate the right deal for your employer before making a commitment then your employer may end up being locked into a very costly and enforceable contract that could potentially destroy the business.

If you can not find the common ground with your vendor, one that protects both parties, then you should perhaps insist on an application that stores all business data in an open industry standard file format, one that will allow you to terminate the vendor's supply and to migrate to another vendor's application.

Open source applications offer the least risk of exposure in the event that the supplier may go out of business. Make sure that for such an application you can find adequate support.

Make use of suitably skilled independent consultants to validate your assumptions and solution implementation. Make sure that your independent consultant receives no bonuses, emoluments, payments, commissions, inducements, considerations, or other derived benefits from the vendors you deal with. Make certain that you have a mutual disclosure policy in respect of all consultants you engage. Validate their independence.

What are some steps an enterprise can take to negotiate between its own interests and a vendor's interests concerning proprietary code?

Sam Greenblatt is senior vice president and chief architect for Computer Associates' Linux Technology Group. Currently, he is involved with creating management solutions focusing on the next generation of servers and providers (Web services) and server consolidation.

Kenneth Milberg, president and Unix systems consultant at Unix Solutions, is an independent contractor who has been working with Unix systems for over 12 years.

Matt O'Keefe is chief technology officer and founder of Sistina Software, in Minneapolis, and an expert and educator in the fields of clustering technologies and storage infrastructures.

John H. Terpstra is co-founder of the Samba Team and a member of the Open Source Software Institute Advisory Board. He is also CEO and president of PrimaStasys Inc., a company that mentors information technology companies and facilitates profitable change in practices.

What are some steps an enterprise can take to negotiate between its own interests and a vendor's interests concerning proprietary code?

Read part one of this series: " Vendor lock-in, part 1: Proprietary and lock-in not necessarily synonymous"

Read part two of this series: "Vendor lock-in, part 2: Combating lock-in with open source"

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