In short, you'll want to establish penalties for nonperformance (or incentives for good performance), the conditions under which either party can simply walk away, and anything you'll need the vendor to do to ensure a smooth transition, should the situation arise. That in turn means you must agree on objective ways to measure the provider's performance -- or lack thereof.
Just don't expect to get your vendor to agree without giving up something in return, says Rick Brenner, principal at Chaco Canyon Consulting.
"Some vendors are more accustomed to seeing these terms than are others, and some vendors are accustomed to taking advantage of the absence of these terms," he says. "But keep in mind that since protecting yourself in this way does constrain the vendor, the protection you seek is not free. As long as the vendor's request is remotely near reasonable, it's worth the extra cost. If the request is clearly unreasonable, it could be a signal that the vendor has in mind something other than a fair deal."
IT divorce tip No. 6: Take a long look in the mirrorBefore you file the divorce papers, it's a good idea to pull back from the brink and ask whether your own actions have contributed to the problem, and if it's not too late to make things right.
"Usually both parties to a conflict contribute something," says Brenner. "Before taking any action, check that you've done everything you can to straighten things out on your side of the fence."
For example, there may be conflicts between your employees and the vendor staff. You may have done a poor job communicating what you want or have had unrealistic expectations about what the vendor can really deliver. Small vendors or solo practitioners may possess valuable expertise but might just be overloaded from time to time and fail respond in a timely manner.
Brenner says many organizations fail to pay enough attention to "vendor relationship management" (VRM), which can affect all of their relationships with outside firms.
"If you're doing proper VRM, conflict between your staff and vendor staff should not be news," he says. "It will never turn toxic enough to threaten the relationship, because you'll have the situational awareness necessary to intervene constructively long before the conflict reaches that point. For clients, it takes real effort to maintain the kind of relationship you have with your IT vendors -- especially those who do custom development. Yet few recognize the full scope of this requirement in their budgets, and even fewer take it into account when making the vendor selection decision, or the outsourcing decision."