Agenda

Potential Supplier: XYZ Corporation
Date: January 5, 2011

1. Meeting Arrangements and Schedule
   1. Introductions
   2. Ground rules
   3. Meeting objectives
      1. “Potential supplier” intentions/needs
      2. User intentions/needs
   4. Agenda review
   5. Agreement potential
2. Supplier’s Representations and Commitments
   1. Supplier’s presentation of “deliverables”
      1. Inclusion of supplier proposal in agreement/penalties
      2. Inclusion of benchmark results in agreement/penalties
      3. Acceptance criteria/remedies
         1. Hardware
         2. Software/operating
         3. Software/application
      4. Ongoing performance criteria/remedies
         1. Maintenance
         2. Systems support
         3. Hardware: current and future
         4. Operating software: current and future revisions
         5. Application software
         6. Crisis management methodology
   2. User’s explanation of concerns (if any)
      1. Resolution of concerns (if possible)
      2. No resolution: continuation decision by user (if applicable)
   3. Agreement on supplier’s ability to perform
      (including warranties and remedies acceptable to user)
3. Caucus/Break: Discuss privately where you are with the negotiation
4. Supplier Payment Aspirations
   1. Review of supplier concessions
   2. Review of payment schedule vs. user risk (various timeframes)
5. Caucus/Break: Discuss privately where you are with the negotiation (Resume meeting, if appropriate)
6. Supplier’s Ability to Meet User’s Critical Needs
   1. Configuration warranty
   2. Emergency hardware replacement
   3. Delivery standards and detailed installation plan
   4. Installation hours
   5. Damages for late delivery, installation or acceptance
   6. Interim equipment
   7. Free documentation copies
   8. Guaranteed maintenance for “system life”
   9. Performance bond
   10. Price warranty[Note: The above points are examples only. The agenda should list principal contractual points or concessions deemed necessary by the user.]
7. Caucus/Break: Discuss privately where you are with the negotiation
8. Supplier’s Presentation of Contractual Documents to Substantiate Representations
   1. Presentation and review of documents by supplier’s counsel
   2. Comment by user’s counsel
   3. Conceptual agreement (if possible)
   4. Assignment of drafting responsibilities and completion dates
9. Ingredients for Success
   1. Review remaining tasks, responsibilities and timeframes
   2. Review points of agreement; consider any remaining problems
   3. Schedule contract signing or outline objectives for next meeting