Académique Documents
Professionnel Documents
Culture Documents
Table of Contents
TABLE OF CONTENTS ............................................................................................................................................2 OVERVIEW AND INTRODUCTION ......................................................................................................................4 THE CASE FOR VMS................................................................................................................................................5 VMS FUNDAMENTALS............................................................................................................................................6 WHERE DO I BEGIN ....................................................................................................................................................6 Define your goals .................................................................................................................................................6 Define key stakeholders and obtain support ........................................................................................................7 Define your business process ...............................................................................................................................7 SELECT THE SYSTEM AND MODEL .................................................................................................................10 MODEL CHOICES .....................................................................................................................................................10 Employee Operated............................................................................................................................................10 Managed Service Provider.................................................................................................................................11 Application Service Provider .............................................................................................................................11 SYSTEM CONSIDERATIONS ......................................................................................................................................11 RFP FOR VMS SOFTWARE ......................................................................................................................................11 System Integration..............................................................................................................................................11 Training..............................................................................................................................................................12 Customer Support ..............................................................................................................................................12 Company Background........................................................................................................................................12 Pricing model.....................................................................................................................................................12 Reporting capabilities ........................................................................................................................................12 Billing and Invoicing Procedures ......................................................................................................................13 System maintenance ...........................................................................................................................................13 Implementation...................................................................................................................................................13 Training..............................................................................................................................................................13 EDUCATING THE PARTNERS .....................................................................................................................................13 EDUCATING MANAGEMENT .....................................................................................................................................14 CONTRACTS ............................................................................................................................................................15 SUPPLIERS ...............................................................................................................................................................16 CREATING SOLID SUPPLIER RELATIONSHIPS ...........................................................................................................16 SELECTION AND/OR RFP SUGGESTIONS ..................................................................................................................16 Service................................................................................................................................................................17 Quality................................................................................................................................................................18 Stability ..............................................................................................................................................................19 Diversity.............................................................................................................................................................19 Team...................................................................................................................................................................19 WHAT DO YOU EXPECT FROM THE SUPPLIERS ..........................................................................................................19 WHAT DO YOU PROVIDE TO THE SUPPLIER ...............................................................................................................20 SUPPLIER MEASUREMENT .......................................................................................................................................21 RATES ......................................................................................................................................................................22 AFTER VMS IS ESTABLISHED ............................................................................................................................24 SUPPLIERS TRYING TO GET IN BACK DOOR ...............................................................................................................24 Solutions.............................................................................................................................................................24
2
NEW SUPPLIERS TRYING TO GET ON THE LIST ..........................................................................................................25 Solutions.............................................................................................................................................................25 YEAR TWO WHAT COMES NEXT ..........................................................................................................................25 ENSURING SUCCESS (REASONS THEY FAIL) ................................................................................................27 REFERENCES AND RESOURCES .......................................................................................................................28 VENDOR MANAGEMENT SYSTEMS SUPPLIER DIRECTORY .......................................................................................28 WEBSITE RESOURCES ..............................................................................................................................................36 SAMPLE RULES OF ENGAGEMENT/CODE OF CONDUCT ............................................................................................37 GLOSSARY ...............................................................................................................................................................43 CONTRACTS ............................................................................................................................................................46 VMS SYSTEM RFP SAMPLES ..............................................................................................................................73 SAMPLE #1 ..............................................................................................................................................................73 SAMPLE #2 ..............................................................................................................................................................76 SAMPLE #3 ..............................................................................................................................................................79 SUPPLIER RFP SAMPLES.....................................................................................................................................87 SAMPLE #1 ..............................................................................................................................................................87 BIOGRAPHIES .........................................................................................................................................................89 CYNTHIA GOSS ........................................................................................................................................................89 KAREN WILSON .......................................................................................................................................................89
This document was created as a reference for those organizations considering a vendor management system (VMS) solution, implementing a solution, or refining an existing VMS program. There are several definitions for the acronym VMS. For the purposes of this document VMS will represent the entire vendor management system solution. This includes business process flow and responsibilities in addition to a software tool often utilized within a vendor management system, not simply a software solution. This document is the collaborative effort of a number of organizations using a variety of VMS solutions. While the VMS programs implemented at these companies were varied, many of the business issues and process flows were the same. It was recognized that regardless of the VMS solution an organization chooses, great value could be gained from the experiences of other companies that had faced the same business issues. Cynthia Goss of TransUnion LLC, who had implemented a successful VMS solution, was asked if she would be willing to spearhead this effort and encourage others to share their knowledge. Cynthia agreed and the group members commenced creating this VMS Best Practices Guide. The information contained within the Best Practices Guide is intended as a reference that will promote the activities within an organization to implement a successful VMS program. We do not endorse any one particular product or solution as each organization has its own business processes to define and respect. On behalf of the Chicago AITP, the sponsor of this SIG, we hope this information is useful in planning, implementing, or refining a successful VMS solution. For further information regarding AITP go to www.aitp.org. For further information about the Chicago AITP VMS SIG go to www.chicagoaitp.com or call Cynthia Goss at 312-985-2828 / cgoss@TransUnion.com or Karen Wilson at 630-990-3990 / kwilson@makecor.com. Industries Represented by SIG include: Banking Finance Global Quick Service Global Retail Insurance Wireless Communications Biographies of some of the members of this group can be found in Biographies section of this guide. Special Thanks to Additional Contributors: Beeline, Jacksonville, FLA Enterprise Marketing & Communications, Cherry Hill, NJ Make Corporation, Oakbrook, IL Staffing Industry Analyst, New York, NY The Jordan Group, Sante Fe, NM
Improve the quality of resources hired A centralized process will allow a company to set high standards for the consultants submitted. The centralized process can allow for better high-level competition. Reduce time to hire If the process is well-defined and timeframes for suppliers to submit are realistic, the time to on-board a consultant will be reduced. Coordination with security departments and IT to be ready for the consultant can be easily coordinated with a single source.
As Is Process
Hiring Manager calls multiple suppliers
Manager provides little or no feedback, sets interview and hires, little or no negotiation
Consultant starts - does he have a desk, phone, ID can he really start work?
??????? ????
Supplier calls and calls for feedback Recruiters and Candidates get frustrated
This process represents some amount of chaos. Chaos in business requires business process improvements.
START
Disapprove
Submit to Suppliers
Decline -----Email CO
CO Reviews Comments
Page 1
Accepts
Page 2
Qualify -----Email CO
10
System Considerations
Once an organization makes the decision on the type of model, and that the company wants to implement software to run its business process, then it is time to evaluate the systems in the market. As mentioned earlier, a list of VMS providers can be found in the back of this Guide under Reference section Vendor Management Systems Supplier Directory. In reviewing VMS Systems, the best way to determine if a provider can meet a companys needs is to provide a business process. The provider should show how their system would meet your companys business process. Additional criteria for selection should include financial viability and cost structure. Depending on the model you choose, pricing will be structured in a variety of ways. Some providers charge a flat monthly rate and some charge a percent of the billable rate. Many corporations pass some or all of this cost directly on to the suppliers and some do not. System considerations are best reviewed in RFP for VMS section below.
System Integration
System integration should be discussed with any potential supplier. Whether you want integration immediately or in the future. Integration points could include: Accounts Payable, Project Management Software and/or internal Time Reporting systems. Many providers are now using XML, which makes the integration easier. Also, check with suppliers regarding their systems. They may want integration between their Candidate Tracking Systems.
11
Training
Verify if training is included in integration. Determine the training necessary for the corporation. It is strongly recommended that on-site training be provided for anyone who will use the system. This includes, administration, hiring managers, accounting, and suppliers (accounting, recruiting, sales). Customized training manuals should be available at training and should be available on line after training.
Customer Support
Customer support is probably the most critical of criteria and one of the most difficult to determine in advance. Establishing response time SLAs (Service Level Agreements) can be critical to implementing a system. Asking the provider if they have a call tracking system and a problem escalation process will assist in determine customer support capabilities. Also, make sure you ask references what their customer service experience has been in the past. Verify support capabilities and expectations for on-going support and through implementation. Also, verify hours of operation and make sure that your organization is covered when necessary. Another area companies often forget is disaster recovery. Make sure you request their disaster recovery plan.
Company Background
In todays market of mergers and acquisitions and the search for financial backing, it is imperative that the financial background be verified for any provider that a company reviews. Asking questions in the RFP related to number of implementations completed, time frame for implementations, and references are an absolute must.
Pricing model
A variety of pricing models are available today. It is important to remember when reviewing pricing models, that you are the customer. You have the ability to ask for any model you want whether the provider offers that model or not. Feel free to be creative. If you want that provider, you can find a way to make the pricing work for both organizations. Typical models are as follows: Percentage of Supplier Revenue Transaction Fee A majority of companies utilizing a vendor management system solution operate with the percentage of supplier revenue transaction fee. In this approach, the provider simply reserves a small percentage of the suppliers payment each billing cycle. This is typically a vendor-funded model, meaning the suppliers absorb the costs of the system. Hourly Charge by Consultant Headcount Some organizations appreciate the vendor-funded model but choose to deploy an hourly rate. In this model, the provider charges the suppliers a set dollar amount for each hour worked by each consultant. Lump Sum Monthly Fee For customers who desire to have a more fixed and predictable cost, the provider offers a lump sum monthly fee. The ranges vary greatly due based on the complexity, size, and number of locations involved in the engagement.
Reporting capabilities
In the beginning, reporting may appear to be not critical. But remember, if you are implementing a centralized resource for an organization and one of your goals is administrative efficiency, then reporting will become critical. You will want the ability to set up standard reports, have reports sent to the administrator, or management on a monthly basis, and perform cost reports and supplier report card reports. If a provider has implementing ad hoc customized reporting capabilities, then this is the best option.
12
System maintenance
Ask questions on system updates and uptime with your providers. Find out how often during the last year they have had major upgrades. Find out their % of uptime over the last year.
Implementation
In a successful project there is no such thing as winging it. Your provider should offer you a complete project plan and have a project manager assigned to the implementation. It is important to make sure that the timeline is realistic and that the resources you need inside your organization are available. Test runs once implemented would also be critical.
Training
What kind of training does the provider offer? Is there a cost? Most importantly, what kind of training do you require? Several companies have suggested that training take place no more than a week prior to the go live date. While coordinating this can be tricky, it is important that the training be fresh in everyones mind when they start using the system. Make sure you obtain training for ALL users (key stakeholders) of the system. This includes suppliers. One warning is that the suppliers (sales/account management) will often have the recruiter and sales person trained on the system. Make sure their accounting people are trained as well. This will be very important if your system is providing invoices and you are not accepting supplier invoices. Many suppliers accounting departments have to find a way to reconcile their system to match your new system. If they are unaware of the process, this can become a huge accounting nightmare.
13
Educating Management
As a corporation, you have decided you want to implement VMS. You have established business goals, reviewed your existing process and developed a new business process. If you really want a successful program then management support is critical. One of the best methods to educating the management is to develop a business case or ROI (Return on Investment). Depending upon which pricing model your organization chooses will depend if there is really a hard cost to the program. A variety of resources are available to assist you in developing an ROI. One of the best cases is a survey that was completed in October 2003 by The Jordan Group (http://www.jordangroupinc.com/). Corporate end users at all levels were interviewed and surveyed regarding Vendor Management, the process, the success and the reasons implemented. This survey provides excellent facts for building your business case. Even if you have Management support, the group suggests that you continue educating Management on successes in the program. In other words, dont let them forget that your program exists. Provide management with statistics on monthly cost savings (Published statistics state VMS return 10-15% hard dollar savings and 15-20% soft dollar savings this is according to Giga Information Group and the Robert Frances Group study), successful contract and other activities. It is suggested that you advertise your program the same way a new company would advertise. One member corporation sends services emails to management and posts notices in the elevator. Continue to show your management what services you provide. Another suggestion is to establish a user community within your own company. Key Managers and the VMS group can meet monthly to discuss successes of the program. Review the monthly on boarding and off boarding of consultants. In addition, you can run reports on consultants rates and review any issues in the program or rebels who have tried to go around the system. You will be surprised how this group will make the VMS strategy part of their own strategy.
14
Contracts
Contracts can be an area of contention among companies and we suggest to always using your own standard format. Creating a standard Master agreement for each supplier firm to sign that has been pre-approved by your legal department is one suggestion to help ensure you are doing the best to cover your organization. If a standard contract is not an option, insist on a high level of management sign-off only after your legal department has reviewed the contract in detail to assess any hidden risks. Corporations may look to develop guidelines for hiring managers, such as if a contract exceeds a particular level of spend then a set level of management sign-off would be required. Contract managers must know how to structure healthy vendor contracts and relationships. Managers should take the key steps that will ensure that a new or renewed contract will not turn out to be a "nightmare" contract. Sample contracts and clauses can be found in the Contract Sample section toward the end of this document.
15
Suppliers
Despite the fact that corporations want Vendor Management Systems which can help them lower bill rates, reduce costs and improve quality of service staffing firms dislike VMS. Regardless, SIA (Staffing Industry Analyst research presented at a recent conference showed planned use of VMS is high in 2004. Most staffing company representatives surveyed said VMS gets in the way of a personalized, valueadded relationship with clients. Two-thirds said VMS is low or not on their priority list at all, and 82% said they do not have a VMS strategy. Yet 42% of companies surveyed claim to use the technology in some way and another 21% plan to work with a VMS in the future. The survey included 347 respondents representing 298 staffing companies. Marshall Utterson, director of recruiting at AIG American General, said staffing firms shouldnt be scared. He said when his company employed a VMS, it kept its relationships with its staffing companies. There is a lot of loyalty to groups that have a quality relationship with our company. Most corporations implementing VMS do want a relationship; it is just that the relationship has changed. As long as organizations include contingent workforces in meeting their staffing needs, partnerships with staffing companies will be required.
16
Service
It is generally acknowledged that the days of staffing companies carrying full time staff or benches are gone. Therefore, staffing companies are often working with the same pool of resources when recruiting for your requirements. The value of service both to you the client, and to the consultants who will ultimately be responsible for meeting the project expectations cannot be minimized. Service elements defined as most important by the participating SIG organizations included the following: Accountability How does this supplier respond to issues? Are they timely and detailed in addressing problems? Do they provide detailed and documented evidence to explain how and why something occurred? Are they trustworthy? The overwhelming sentiment expressed by our group was that they understand that the product being provided by their suppliers is in fact a human being and that it is impossible to predict and expect perfection. They do, however, expect honest communications and integrity with regard to solving problems. Capability Define your expectations for particular orders and RFPs well in advance. Then score your expectations in a number format. It is much easier to decide upon a particular suppliers capability by defining what is important to your company in advance and asking about those specific capabilities. For example, do you need 7 x 24 support; do you require drug and background checks/drug screening? If you have these requirements defined, you can ask the specific questions and ask for specific answers, examples, and references. Communications Communications is a recurring expectation for all parties involved in successful VMS programs. How well does your supplier communicate with you in both written and verbal fashion. Are they clear and concise? Do they add value beyond the specific requirements? How effectively to they present themselves? Contracts It is significantly easier to manage one contract. Our SIG suggests that you define your own contracts in advance, have them developed or reviewed by your legal experts and stick with it. Many elements in supplemental staffing contracts have become standard. Ask your suppliers for input for your contracts, network with other organizations regarding contracts, and in the end, ask that your suppliers sign YOUR contract in order to eliminate managing multiple contractual agreements. It is understood that some negotiations may take place but it is better to edit your own contract rather than sign a new one with each supplier. How flexible are they on terms? Expertise While there is consensus that most suppliers are establishing relationships with consultants from the same pool, it is also acknowledged that some suppliers choose to focus on one or two particular technologies or strategies. Many of our participating organizations choose to define their supplier list with a mix of generalists and specific technology practice area vendors such as project work, offshore, etc.
17
Geographic coverage Consider the necessity of coverage outside of the corporate office or your location. Is it important for you to include national and international suppliers amongst your regional suppliers? Many of our organizations found that including some of each of these types of suppliers kept all suppliers engaged at a stronger level. Relationship with consultants The consultants are the key to your success. How is your staffing company doing in building professional partnerships with their consultants? Do they offer Benefits to their consultants, do they meet their consultants on site, and do they offer training and career guidance? These attributes speak to how strongly the supplier values the long-term relationship with quality resources. Reporting What kind of reporting do they offer to the customer? Are they willing to provide you with reporting required by your management? Do they have standard reporting they provide to all of their customers? If Diversity is a goal for your organization are they willing to provide the necessary quarterly reports? Staff turnover What is the average length of employment for sales, recruiting, and consultants?
Quality
Customer References are an excellent way to confirm the marketing hype. Are your suppliers able and willing to provide contact information for other clients they are working with to substantiate their claims? Not only does checking references provide credibility to the suppliers claim of quality, it provides you an opportunity to build a network with other organizations who utilize business partners to meet their contingent workforce needs. Having a source to go to discuss relevant trends and issues was a key benefit for the companies who participated in this SIG. Suppliers who can add value to your company through their knowledge and participation in related trade associations and technical associations position you to provide this same value to your internal clients. The suppliers who continually demonstrate an understanding of this value and are as interested in providing this service as they are in providing resources will ultimately bring you the best candidates. This is because they are tuned in to the industry in greater depth than some of their competitors and will ultimately earn the same respect from consultants as they will from you. Look for this value. As stated earlier in this guide, the business of recruiting contingent talent has changed. Few staffing companies hire full time employees or carry a bench. This makes the recruiting process more critical than ever before. Many of our participating organizations chose to meet and interview the recruiting staff when assessing potential suppliers. They key elements that organizations looks for are a defined, consistent recruiting process and a willingness to adapt this process for a particular client, department within an corporation, or project. Most companies want to know that references have been checked and can be shared with clients, and that third party technical evaluations have been performed. Drug and background screening is becoming more prevalent but still seem to be client specific.
18
Stability
The challenges of the recent economic times have not left staffing companies untouched. Many of our participating corporations shared horror stories of contractors who had not been paid in months even though the client had been paying the staffing company regularly. It is essential to assess the stability of your prospective suppliers in order to circumvent problems in this area. We recommend a D&B report, a review of the organizations finances, customer as well as current consultant references, and insurance minimums to name a few. Additional evaluation criteria included retention statistics as they apply to the salespeople and recruiters. Organizations who have high turnover in both of these areas could have business, financial, and/or quality issues. Many corporations ask for financial reports. This can be a challenge for some suppliers who, as privately-held companies, may not provide this information. We also suggest that you ask suppliers for a full understanding of their own internal recruitment process and retention plans as well as the technology they use to track and attract consultants.
Diversity
Diversity is a business goal for many corporations but particularly those doing any kind of government service. Most of our participating organizations noted that they either had current diversity goals or were being told they were coming. It is important to incorporate diversity firms into your supplier list. There are multiple ways to achieve these goals. The most straightforward is to include staffing firms whose ownership qualifies them as a diversity supplier dollar per dollar for your business with them. You can also achieve diversity goals if your suppliers are not diversity organizations but have internal diversity programs to which they can identify any independent contractor assigned to your account who meets diversity classification. Many of our participating companies had colleagues on staff that directed them as to their companys diversity requirements.
Team
As discussed earlier, a supplier is as good as the team bringing the resources to your corporation. It has become common for the supplier selection process to include a presentation from the finalists that includes the opportunity to meet the team that will support your account. This includes the marketing team, the recruiting team, any consulting managers assigned to your account, and/or owners or executives. This gives you an opportunity to assess the commitment this supplier has to your account and whether a strategy has been established to serve your account.
20
Supplier Measurement
Concise performance metrics provided consistent evaluation criteria for companies with their suppliers. Several organizations had included key performance indicators (KPI) not traditionally used for staffing or service assessments - but rather for goods assessment - but still found these measurements to be effective. The consensus was that identifying particular elements to evaluate and compare on a regular basis with suppliers provided the best results. Measurements included # of requirements responded to, response time, # of times an interview was requested, and rate competitiveness as compared to other submittals. Interestingly, several companies chose not to track placements as they recognized only one supplier ultimately got the placements. The level of activity and the quality of presentation was more important. Some companies look for more subjective criteria for evaluation. These can include valueadded services and communications. Even how they work with their consultants. Sample report cards are as follows: Sample 1:
Supplier Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Received Submitted 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 3 0 1 0 1 1 6 0 1 0 1 0 2 7 5 7 3 1 3 7 5 3 Responded Forwarded to To HM (qualified) 60% 0% 20% 0% 20% 20% 120% 0% 20% 0% 20% 0% 40% 140% 100% 140% 60% 20% 60% 140% 100% 60% 3 0 0 0 1 1 5 0 1 0 1 0 2 4 4 6 3 1 3 5 4 3 Submitted vs. Forwarded 100% 0% 0% 0% 100% 100% 83% 0% 100% 0% 0% 0% 100% 57% 80% 86% 100% 100% 100% 71% 80% 100% Interviewed 2 0 0 0 0 0 1 0 0 0 1 0 0 2 4 2 1 0 0 3 1 0 Forwarded vs. Interviewed 67% 0% 0% 0% 0% 0% 20% 0% 0% 0% 100% 0% 0% 50% 100% 33% 33% 0% 0% 60% 25% 0% Hired 0 0 0 0 0 0 1 0 0 0 1 0 0 2 2 0 0 0 0 3 0 0 to Hired 0% 0% 0% 0% 0% 0% 100% 0% 0% 0% 100% 0% 0% 100% 50% 0% 0% 0% 0% 100% 0% 0%
21
Sample 2:
Recs Rec Submits Responded Avg Complia # Submitted BR Score Rank ASP nce Consul. Avg Bill Rate
Supp - Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name Supplier Name
Interviews
Int. %
Hires
Hire %
38 12 6 39 38 39 36 39 39 6 34 39 39 39 35
16 6 5 35 55 29 32 38 43 5 27 42 26 40 37
42.11% 50.00% 83.33% 89.74% 144.74% 74.36% 88.89% 97.44% 110.26% 83.33% 79.41% 107.69% 66.67% 102.56% 105.71%
1 1 0 8 11 6 8 8 12 0 3 13 7 9 5
6.25% 16.67% 0.00% 22.86% 20.00% 20.69% 25.00% 21.05% 27.91% 0.00% 11.11% 30.95% 26.92% 22.50% 13.51%
0 0 0 4 5 4 1 4 2 0 0 5 3 3 1
20.00 %
0.00% 0.00% NA 50.00% 45.45% 66.67% 12.50% 50.00% 16.67% NA 0.00% 38.46% 42.86% 33.33% 20.00%
$79.22 $81.33 $65.20 $73.13 $77.84 $82.10 $76.03 $77.12 $75.89 $89.40 $75.83 $76.68 $72.96 $72.50 $77.51
0.02 0.05 0.00 0.16 0.17 0.15 0.10 0.15 0.13 0.00 0.03 0.20 0.15 0.13 0.06
13 11 14 3 2 5 9 4 8 14 12 1 6 7 10
4 0 1 1 10 1 4 1 3 0 6 13 1 2 0
0.50 NA 0.20 0.33 0.77 0.33 0.44 0.11 0.27 0.00 1.50 1.08 0.33 1.00 0.00
8 0 5 3 13 3 9 9 11 1 4 12 3 2 3
$87.13 N/A $68.20 $90.00 $83.31 $77.33 $87.11 $82.00 $66.91 $110.00 $75.25 $79.67 $68.33 $81.50 $69.33
Goal
100.00%
32
33.00%
Rates
Rates can be a controversial subject, especially with suppliers. There are many schools of thought in this area as well. Some member companies use rate cards. Rate cards make it easier to budget positions; however, they can be outdated quickly in this rapidly-changing marketplace. It is possible that if rate is the focus then a company may not be getting the best resource needed for the job. Of course, rate is important since we all have budgets to manage. Some corporations utilize market research to establish their rates. There are a variety of tools and resources available in the marketplace. Mercer puts out a report annually on salaries and rates. However, this is published about 68 months after the research. An online tool has also been recently introduced (http://www.peopleticker.com/) that allows for searches on skills in geographic areas. Periodically asking your suppliers for market rates for a skill set is another good option. It is likely you will get about the same range from each supplier you ask. Another rate option is to submit a job request with a realistic but large rate range. Surprisingly, one of the member companies used a range with a spread of $50-$75/hour, and all the suppliers submitted candidates within a $5/hr range of each other. Some companies request full disclosure from their suppliers. This means that the customer knows what the supplier is paying the consultant and there is an agreed to mark up. A supplier recently performed a study regarding full disclosure. This article can be found at www.makecor.com.
22
The user group has also indicated that including large, medium, and small organizations on the supplier list can be of benefit in this area. The suppliers and their desire to compete will eliminate detailed management of rates and the challenge of keeping cards up to date. It is also important to not forget the leverage you have with suppliers to negotiate rates. Leverage relating to the % of business a supplier receives. Remember that the suppliers are in the business of making money. Rate negotiations should be reasonable for all participants. Requesting volume discounts from suppliers is typical but can be difficult to manage at times.
23
Solutions
Get Company Buy In The most significant element for success in implementing VMS is the support from senior or executive management. Demonstrate the return on investment of the program by educating managers in advance of the program commencement. Include executive management as well as hiring managers in the implementation and enforcement team. Control Building Access Suppliers ultimately want to meet with managers and these drop by visits are costly in terms of management time, production, and the integrity of your VMS. Limiting supplier access to your managers and your building will reinforce the VMS role and have your suppliers coming to the VMS contact. Refrain from giving supplier access badges and have them meet their consultants in a centralized area. Control System Access Occasionally a manager has consultants who are already on site and working before the VMS has been notified. Institute a policy where only consultants from your preferred suppliers can obtain log-in and passwords to access your systems. Control Supplier Payment Managers may want to bring in suppliers who are not part of the approved VMS program providing services. Work with accounting to ensure non-preferred vendors are not eligible for payment. This seems to be a huge motivating factor in making sure suppliers and managers work within the VMS system. Institute a Code of Conduct Suppliers and Internal Managers alike may occasionally forget the expectations of the program. A Code of Conduct defines the rules and expectations of the VMS program and is shared with suppliers and hiring managers. This guide should include, but not be limited to items such as: How to submit a resume, when to summit a resume, resume formatting, rules surrounding dual representation (double submittal), how interviews will be coordinating, how to communicate with your company, how to resolve contractor issues, and supplier evaluation criteria. Exception Reporting Managers may want to request a resource from other than a preferred supplier. Some member companies require managers to write extensive reports justifying the need to go outside the VMS system. These reports require CIO or other executive level sign-off and therefore discourage managers from going around the VMS. If an exception report is approved, VMS should also source a similar resource from the approved list of suppliers as a
24
comparison. If the preferred suppliers also locate this type of resource an exception may be avoided in the future. Streamline electronic processing If possible, avoid paper timesheets that can easily be signed by any manager. If you have an electronic invoicing and time entry tracking for contractors, grant only preferred suppliers access to this system.
Solutions
Thoroughly define the process for evaluating new suppliers. Since external clients (suppliers) as well as internal clients (hiring manager, etc.) will have similar questions regarding the process, you can prepare a written description that includes how often you update your supplier list, your expected form of communications (email, phone calls, meetings, etc.), evaluation criteria, and RFP process. Rather than avoiding suppliers attempts to contact you, use these situations as opportunities to gain information about their companies and the industry or to screen them as potential additions to your list. Establish a tracking system to monitor communications. This can be as simple as an Excel spreadsheet listing supplier name, contact name, phone number, email address, date of first call, date of first communications, who referred them, follow up date, etc. You can also use a more elaborate database. Be responsive and professional. Demonstrate the type of communications you expect in your program.
quality and match of consultants you will receive. Suppliers do not want your company secrets, they want to understand your business and technology challenges as they relate to a human capital need. Share with them and your and your company will reap the rewards.
26
27
Fax: (904) 273-6466 1400 Marsh Landing Pkwy. Ste. 106 Jacksonville Beach, FL 32250 e-mail: Sales@Beeline.com
Bullhorn Inc. - (617) 464-2440
Phone: (866) 538-7795 * Fax: (617) 464-0677 125 B Street Suite 3 Boston, MA USA 02127 e-mail: staffingsales@bullhorn.com
CascadeWorks Inc. - (415) 402-8000
Fax: (415) 402-8025 300 California St., Ste. 600 San Francisco, CA 94104 e-mail: info@cascadeworks.com
Chimes Inc. - (248) 293-6767
Phone: (877) 972-2700 * Fax: (248) 293-6768 5455 Corporate Dr. Ste. 303 Troy, MI 48098 e-mail: chalash@chimesnet.com
Comensura Inc. - (713) 438-1543
Fax: 5303488270 3500 Parkway Ln. Ste. 370 Norcross, GA 30092 e-mail: rtsao@covendis.com
DCR - 561-998-3737
Fax: 561-998-3713 6001 Broken Sound Parkway, Suite 610 Boca Raton, FL USA 33487 e-mail: info@dcr-inc.com
DCR - Smart Track - (888) 243-7531
Phone: (561) 276-6838 * Fax: (561) 276-8058 100 E. Linton Blvd. Suite 203 A Delray Beach, FL 33483 e-mail: info@dcr-inc.com
e2staff.com - (215) 222-7900
Fax: (215) 222-3924 3701 Market St. Philadelphia, PA 19104 e-mail: contact@e2staff.com
Econometrix Inc. - (415) 355-0166
Fax: (415) 355-0181 999 Brannan St. Ste. 109 San Francisco, CA 94103 e-mail: info@econometrix.com
Elance Inc. - (408) 524-7500
Fax: (408) 524-4814 820A Kifer Rd. Sunnyvale, CA 94086 e-mail: sales@elance.com
29
Fax: (415) 957-1711 303 Second St. 3 North San Francisco, CA 94107 e-mail: info@elevon.com
Enthusian - (954) 938-7600
Phone: (800) 388-7783 * Fax: (954) 938-7770 2050 Spectrum Blvd. Fort Lauderdale, FL 33309 e-mail: resources@spherion.com
eWork Exchange Inc. - (415) 546-4800
Fax: (415) 546-3889 717 Market St. Suite 500 San Francisco, CA 94103 e-mail: bschuh@ework.com
Fieldglass Inc. - (312) 759-1100
Fax: (312) 759-5555 125 S. Wacker Dr., Ste. 2400 Chicago, IL 60606 e-mail: info@fieldglass.com
FillYourJobs.com - (781) 681-9990
Phone: (866) 271-9900 * Fax: (781) 749-9381 45 Accord Park Dr. Norwell, MA 02061 e-mail: info@fillyourjobs.com
GlobalServe Inc. - (914) 729-6821 Fax: (914) 729-6895 200 Summit Lake Dr. 2nd Fl. Valhalla, NY 10595 e-mail: inforequest@global-serve.com hy-phen (Spring Group plc) - 44 800 587 5870
Phone: (800) 991-9699 * Fax: (408) 743-5701 555 North Mathilda Avenue Sunnyvale, CA 94086 e-mail: info@icarian.com
ICIMS.com - (800) 889-4422 Phone: (732) 847-1941 * Fax: (732) 847-1944 1301 Concord Center, Ste. 6 Hwy. 36 Hazlet, NJ 07730 e-mail: sales@icims.com Infinity Consulting Group LLC - 732-593-0200
Fax: 732-593-0211 4400 Route 9 South 2nd Floor Freehold, NJ USA 07728 e-mail: brieland@infinitygroup.com
Interactive Business Systems (IBS) - (630) 571-9100
Phone: (800) 555-5IBS * Fax: (630) 571-9110 2625 Butterfield Rd. Oak Brook, IL 60523 e-mail: ibscorp@ibs.com
IQ Navigator - (303) 563-1500
Phone: (877) 267-0905 * Fax: (303) 563-1650 4600 S. Ulster St. No. 680 Denver, CO 80237 e-mail: iqsales@iqnavigator.com
IQNavigator - 303.563.1500
Phone: 877.267.0905 * Fax: 303.563.1650 4600 S. Ulster St, Suite 680 Denver, CO USA 80237 e-mail: iqmarketing@iqnavigator.com
31
Fax: (770) 441-1854 2865 Amwiler Rd. NW No. 500 Atlanta, GA 30360 e-mail: sales@iservicex.com
Judge Group - (610) 667-7700
Fax: (610) 667-6085 Two Bala Plaza, Ste. 800 Bala Cynwyd, PA 19004 e-mail: dknecht@judge.com
LiquidMedium - (904) 223-0373
13901 Sutton Park Dr. S. Ste. 300 Jacksonville, FL 32224 e-mail: info@liquidmedium.com
MSX International Inc. (b2bBuyer) - (248) 299-1000
Fax: (925) 355-0558 2603 Camino Ramon 2nd Fl. San Ramon, CA 94583 e-mail: info@neoIT.com
NextSource Inc. - (212) 736-5870 Phone: (800) 727-6583 * Fax: (212) 736-9046 462 Seventh Ave., 4th Fl. New York, NY 10018 e-mail: info@nextsource.com Onstaff - (888) 863-9444
Fax: (877) 238-0555 3400 W. Alameda 2nd Fl. Burbank, CA 91505 e-mail: info@onstaff.com
32
Peopleclick - 919.645.2800
Phone: 877.820.4400 * Fax: 919.645.2801 Two Hannover Square, 7th Floor Raleigh, NC USA 27601 e-mail: contactus@peopleclick.com
PeopleSoft Inc. - (888) 773-8277
Fax: (925) 694-4293 4460 Hacienda Dr. Pleasanton, CA 94588 e-mail: steven_jannicelli@peoplesoft.com
ProcureStaff - (212) 808-8000 Fax: (212) 808-8013 560 Lexington Ave. New York, NY 10022 e-mail: globalsales@procurestaff.com ProSavvy - (720) 873-5400
Phone: (800) 983-9737 * Fax: (720) 873-5602 9510 meridian Blvd. No. 200 Englewood, CO 80112 e-mail: info@prosavvy.com
RecruitAlliance, Inc. - 772.781.1844
Fax: (269) 672-2345 1692 12th St. R Martin, MI 49070 e-mail: Rosales@ResourceOcean.com
RINGO - (631) 393-9788
Fax: (631) 777-7628 445 Broadhollow Road Suite 112 Melville, NY 11747 e-mail: info@goringo.com
33
Fax: (248) 619-2889 2899 E. Big Beaver Rd. No. 130 Troy, MI 48083 e-mail: sales@skillbay.com
SonicRecruit - (800) 882-3921
Phone: (888) 817-9698 * Fax: (510) 845-3608 6425 Chrisite Ave., Ste. 300A Emeryville, CA 94608 e-mail: info@sonicrecruit.com
SpiderXchange Inc. - (937) 298-8160
Fax: (937) 298-8054 2621 Dryden Rd. No. 107 Dayton, OH 45439 e-mail: sales@spiderxchange.com
TKO Systems - 631-471-1515
Fax: 631-471-1535 3900 Veterans Memorial Highway Suite 140 Bohemia, NY USA 11716 e-mail: gressler@tkosys.com
Top Echelon Network Inc. - (330) 455-1433
4400 Post Oak Rd. No. 2575 Houston, TX 77027 e-mail: nray@comsys.com
Venturi Partners - (704) 442-5100
Fax: (516) 620-7249 2001 Marcus Avenue, Suite S160 New Hyde Park, NY USA 11042 e-mail: mcruz@whiteamber.com
The WorkCard Co. Inc. - (408) 736-3277
Fax: (408) 736-3122 1307 S. Mary Avenue Sunnyvale, CA 94087 e-mail: info@workcard.com
WorkforceLogic - (866) 296-3343
Fax: (709) 935-6124 19080 Lomita Ave. Bldg. 3 Sonoma, CA 95476 e-mail: info@workforcelogic.com
Workplace Software - 1.888.815.2888
Phone: 1.212.699.3810 * Fax: 1.212.699.3811 18 East 17th street 5th Floor New York, NY USA 10003 e-mail: info@workplace.net
35
36
Contractor issues
Please contact the Centralized VMS Group directly regarding any issues with your Consultant. This includes: End date Time off Concerns Etc.
Non-compliance
Non-compliance in working with the Centralized VMS Group will result in being removed from the ABC Company Preferred Supplier program.
New jobs
Do not, under any circumstance, contact the Hiring Manager, or anyone in the Dept./Division regarding questions on the Job Request; all questions should go through the Centralized VMS Group. If you are asked by a ABC Company Manager/Director to provide resumes or project solutions directly to a Manager/Director in a Division/Dept. and you do not contact the Centralized VMS Group PRIOR to responding, you will be removed from the Preferred Supplier Program; ABC Company Executive Management requires that all consulting requirements go through the Centralized VMS Group. Please contact Centralized VMS Group for any questions relating to new job orders. Recruiting Consultants It is inappropriate to lure a Consultant by indicating that you have a better opportunity as a Preferred Supplier versus any other ABC Company Preferred Supplier. If ABC Company Supplier gets a job request, all Consultants will be considered on the qualifications of their Consultant in the same manner that any Preferred Supplier Consultants are considered. We do not decide on a Consultant because they come from a particular Supplier; all Consultants are given the same consideration. This type of behavior is not considered appropriate as a Preferred Supplier and will be seriously frowned upon and potential cause for being removed as a Preferred Supplier. It is the suppliers responsibility to make sure that ASP VMS System contact information is maintained. This includes all accounting, recruiting and sales contact. It is the suppliers responsibility to make sure that ASP VMS System generated invoices are paid in a timely manner. Supplier should contact Centralized VMS Group if invoices are not paid within a 30-40 day period.
37
It is strongly recommended that the Supplier representative maintain consistent contact with the Centralized VMS Group.
Replacement of a Consultant
Centralized VMS Group will submit a new job request for replacement of a consultant who leaves prior to the end of the Contract. Supplier who lost the consultant does not have an exclusive right to replace.
Job Requests are both urgent and important; they take top priority in the Centralized VMS Group If information, not on the Job Request, is discovered through Q&A, this new information will be sent out via email to the Suppliers; resume due date could change depending on the priority of the information discovered. Hiring Managers CANNOT be contacted directly for any questions regarding job orders or Consultant status. All communications must go through Centralized VMS Group. Centralized VMS Group will provide feedback as soon as possible on resume submittals; you may contact Centralized VMS Group if you do not feel you have received timely feedback. We will attempt to provide feedback to you in the same amount of time provided to you to find and submit a candidate. (e.g. if Centralized VMS Group allows you 3 business days to submit a candidate then expect a 3 day response time on feedback.) Suppliers are expected to technically test the consultant being submitted. The type of test and score should be submitted in the Candidate Information section of the submittal. Suppliers are expected to perform a background check and credit checks on candidates prior to start. This is new based upon the 2004 contract. Contract to hire positions as outlined in the original RFP agreement= document terms. Permanent request = document terms.
Interviews
It is recommended that consultants wear business attire for interviews unless you contact the Centralized VMS Group prior to the interview. Centralized VMS Group does not perform interviews; only the Hiring Manager and technical team perform interviews and make hiring decisions. Consultant interviewing should bring a copy of his/her resume. Again make sure there are no logos on the resume. Consultant should visit www.ABC Company.com prior to the interview. Consultant should arrive 10-15 minutes prior to the interview. Consultant should have the name(s) of the persons who they are interviewing with. They should not ask for anyone in Centralized VMS Group. If you do not know who your consultant is interviewing with then you should contact Centralized VMS Group prior to the interview.
39
Supplier representative may escort the Consultant to the interview; if you want to sit in on the interview, please make that request with the Centralized VMS Group prior to the interview day. Some managers will allow this; the Centralized VMS Group does understand the value of this and will encourage this process. If the Supplier representative is allowed to sit in on the interview, the Supplier representative is not permitted to ask questions or respond during the interview. Centralized VMS Group will provide feedback as soon as possible on interviews; you may contact the Centralized VMS Group to provide feedback from the interviewee.
Time sheets
Your consultant must enter their time in ASP VMS System no longer than 30 days after completing the work. If time is not entered in this timeframe, ABC Company will not pay for time worked; this is in the ABC Company contract as well. ABC Company managers cannot sign paper time sheets. You can see the status of a consultants time sheet in ASP VMS System; please refer to the ABC Company Supplier Billing Information Packet.
Dress Code
ABC Company has a business casual/casual dress environment although dress policy may change at times during the year. Consultants should up-scale their business dress to present a high level of professionalism for their Supplier and for the Centralized VMS Group. Shirts must always have collars.
On-premise conduct
Some consultants receive a ABC Company email address; Consultants should never use this email as their personal email. Any inappropriate emails found through IT monitoring will be cause for immediate end of Contract. Internet access while ABC Company does have Border Manager that prevents access to inappropriate sites should a consultant gain access to an inappropriate site IT monitoring could show this access and will be cause for immediate end of Contract. Any equipment provided to the Consultant by ABC Company is the responsibility of the Supplier; this equipment should be used for ABC Company business only. Remote access is only available if a consultant has obtained the proper authorization and equipment; no remote access should be attempted without approval. See Dress Code.
40
Work Week
Some divisions have a standard workweek of 37.5 hours and some have 40 hours; your consultant should verify their work hours with the Division Manager.
Evaluation Criteria
Preferred Suppliers may either: Maintain Preferred Supplier status. Move off of Preferred Supplier status. Preferred Suppliers are expected to maintain the following performance standards: Respond to 80% of the jobs received AND Maintain above 75% in Category Two AND Maintain above 25% in Category Three AND Maintain consistent communications with Centralized VMS Group. Maintain consistent communications with consultants. Process Information: Suppliers not performing in either of the above categories will be removed from the ABC Company Preferred Supplier Program and will be replaced. Open slots in the Preferred Supplier Program may be filled with new Vendors. This supplier evaluation will be run each quarter during the year. Suppliers also have the ability to run evaluation reports in ASP VMS System to review your status. Any vendor who is removed from the Preferred Supplier program may not re-apply until the following year.
41
42
Glossary
It is important to understand that the process of centralizing the procurement of contingent workforce is an evolving and relatively new practice for most companies. Terminology reflects this stage of development for these systems and often times multiple acronyms and definitions exist for the same general process or function. This glossary will define how a term or process is being defined for the purposes of this Best Practices Guide. Agreement: Fee schedule between the recruiter and client company covering the fee due, if the contractor is hired permanently by client company. You should have a conversion fee agreement for each and every contracting placement. The financial details of every placement are different, so you will need a separate agreement for each contractor you place to protect yourself. Alternative Staffing: Another term for "Contingent Staffing," includes all nontraditional work arrangements other than direct full-time employment, including: contractors, temporaries, consultants, self-employed, independent contractors and part-time workers. Buy-out Agreement: See "Conversion Fee Agreement." Candidate: Person to potentially fill a job opening. Usually refers to an applicant who has been qualified for the position and submitted to the client company (may then be known as a "submittal"). In contracting, after the candidate is placed they become the "Contractor." VMS Centralized Vendor Management -- The business process defined within an organization to centralize and facilitate the requisition, procurement, ongoing management, and payment of contingent staffing resources. Client Company: Company receiving services from "Contractors" who are employees of a "Staffing Company." Contract Technical Employee -- A temporary employee with technical skills who is employed for an extended period by a contract technical firm but works at, and is supervised on a day-to-day basis by, that firm's client. Typical contract technical jobs are engineer, draftsperson, designer, technical writer and editor, illustrator, programmer, and systems analyst. Job length typically is 3-12 months but may extend to two years or longer. (See also: Technical Services Firm.) Contingent Staffing: Flexible supply of labor to support a core of permanent employees in peripheral, non-core functions and during periods of increased demand. Contingent Workers: Includes all nontraditional work arrangements other than direct full-time employment, workers including: contractors, temporaries, consultants, self-employed, independent contractors, and part-time workers. Contracting: Triangular employment relationship where a "Staffing Company" supplies "Contractors" to a "Client Company" for a specific function and time period, at a specified hourly rate. Contractor: Employee of "Staffing Company" who provides services to a "Client Company" under the day-to-day supervision of the client. Conversion Fee: Placement fee earned by the recruiter when contractor is hired permanently by client company. Conversion fee is in addition to the hourly fee earned during the term of the contract. Core Employees: Permanent, "traditional" employees who have the critical skills necessary for an organization's continued existence. These employees guide the company's strategies for the future. Core employees are surrounded by a flexible ring of contingent workers who handle non-core work.
43
Downsizing: Movement in Corporate America to reduce costs and become more competitive; reducing headcount to lower fixed costs. Flexible Staffing: Trend in American companies towards a core of permanent employees with critical skills necessary for a company's survival, surrounded by a flexible ring of contingent staff to handle peripheral, non-core functions. See also "balanced staffing," "contingent staffing," and "just-in-time staffing." Independent Contractor: An Independent Contractor provides services to a company, but is not an employee of that company. The company pays the Independent Contractor without withholding payroll taxes or paying the employer's share of payroll taxes. An independent contractor has the right to decide how the work will be done and may hire others to assist or do the work. Independent contractors also do not receive wages. Independent Contractors are under intense scrutiny from the IRS and states because of abuses costing billions of dollars of taxes. IT (Information Technology) -- A sector of business services that includes IT staffing, IT solutions consulting, and IT project management. Job Order -- Refers to a bona fide request to an employment agency to refer applicants for a specific permanent position with a customer. A job order is the specific set of requirements set forth by an employer for an actual position. Just-In-Time Staffing (JIT Staffing) -- A loosely used term that equates "flexible staffing" arrangements with the concept of "just-in-time" inventory control or delivery of parts for a manufacturing process. Rather than carrying inventory (or permanent employees), arrangements are made with a supplier to deliver parts (or help supply workers) just at the time when they are needed in the work process. MSP - Managed Service Provider A company that partners with a VMS provider and maintains an onsite program management presence. Outsourcing: Basic outsourcing is where the client company has an entire department staffed by the employees of a staffing company, from top to bottom. Can be done on or off the client company premises. See also "Vendor on Premises." Subcontracting arrangement Refers to staffing firms working through another staffing firm or primary vendor. Staffing Company: A company who is the employer of record for contractors and handles the back-office functions associated with payroll and administrative duties. Supplemental Staffing -- The provision of temporary workers to a client company to supplement the current workforce for peak loads, special projects, or planned and unplanned worker absences. Technical Services -- A segment of the temporary help market that includes computer programmers, systems analysts, designers, drafters, writers, editors, engineers, and illustrators. Technical Services Firm -- A firm that locates, recruits, and hires technical and/or engineering skilled personnel and then contracts with another company to assign its workers at the customer's location for a specified duration and/or project. (See also: Contract Technical Employee.) Technical Contracting: Contracting jobs such as engineers, programmer analysts, systems analysts, drafters, designers, and technical writers. Temp-to-Perm: A contractor (employee) is placed on an assignment with a client company based on the assumption that if the client likes the employee, the employee may be permitted to be hired by the client as a direct hire. A "try before you hire" practice.
44
Traditional Employment: New term for permanent employment. Non-traditional jobs are the contingency positions. Vendor Neutral A program that promotes an equal opportunity for all vendors to received and respond to requirements. Particularly relevant when MSP or VOP having staffing arms of their business in addition to managing staffing programs. VMO Vendor Management Organization or Vendor Management Office The body of policies and procedures that surround the VMS software. The VMO can be either managed internally by the client or outsourced to a third part such as an MSP or VOP. VMS Vendor Management Systems Refers to software that is utilized to procure contingent staffing requirements. Often includes features and functionality from initial job definition to final invoicing and payment. VOP Vendor On Premises -- On-site coordination of a customer's temporary help services through an exclusive, long-term general contractor relationship with a temporary help company. The designated Vendor On Premises may enter into subcontracting relationships with other temporary help suppliers, or the customer may specify such relationships. Virtual Corporation: New term for maintaining a minimum staff of core employees, surrounded by a ring of contingent staff. Work Order -- Refers to a request from a customer for a specific type of service to be provided by one or more temporary employees for a specific period of time.
45
Contracts
The following are contract samples for consulting firms.
46
1.3
1.4
2. Term and Termination. 2.1 The Term of this Contract shall commence upon __________200_, and shall continue until terminated by either party as provided for in this Contract. 2.2 COMPANY ABC shall have the right to terminate any or all Task Authorizations outstanding, or any portion thereof, for any reason, upon written notice to Provider. Moreover, COMPANY ABC shall have the right to terminate this Contract, for any reason, at any time upon providing Provider with ten (10) days' prior written notice. Provider shall have the right to terminate this Contract, for any reason, upon providing COMPANY ABC with thirty (30) days' prior written notice. With the exception of Provider's obligation to perform services after the effective date of any such termination, and COMPANY ABC's obligation to pay for services performed by Provider after the effective date of any such termination, all provisions of this Contract shall survive the termination of this Contract. If a fixed fee is payable to Provider, as provided for below, then in the event this Contract is terminated, such fixed fee shall be pro-rated by Provider to equal a percentage of the fixed fee, set forth in the applicable Task Authorization, which is equal to the percentage of the Work, under such Task Authorization, actually completed. Upon any such termination (whether of this Contract or a Task Authorization in its entirety), Provider shall provide all Work Product (as defined below in Section 5) deliverables, as they then exist, to COMPANY ABC within ten (10) days' of such termination.
2.3 2.4
Compensation. 3.1 COMPANY ABC shall pay Provider in accordance with each Task Authorization including the costs, rates or other such amounts set forth therein. Except in the event the fee amount set forth in the applicable Task Authorization is a fixed fee, COMPANY ABC shall also reimburse Provider for
47
actual and reasonable out-of-pocket expenses incurred in performance of the Work; provided however, that, Provider must receive prior written authorization from COMPANY ABC for all air travel and all such authorized air travel undertaken by Provider shall be by common carrier at coach or economy rates. Provider is not authorized to expend or commit any funds until such time as Provider's expenditure of funds is authorized through the Task Authorization(s). For each Task Authorization executed by the parties, COMPANY ABC shall not be obligated to pay Provider for any costs incurred in excess of the amount approved for Providers expenditure under the Task Authorization and Provider shall not be obligated to continue the Work, set forth in the Task Authorization, once the costs incurred equals the amount approved in the Task Authorization. 3.2 For each Task Authorization, unless the Task Authorization provides for a fixed fee, Provider shall account for its time utilizing the time reporting system set forth in the Task Authorization and that, by each Monday at noon, such time reporting system reflects the correct amount of time during which Provider performed Work during the immediately preceding business week. Moreover, for each Task Authorization, within thirty (30) days of the Work being completed under such Task Authorization, or if applicable, the termination date of such Task Authorization, Provider shall ensure that such time reporting system reflects the correct amount of time during which Provider performed such Work. Provider hereby waives any claims it may have for any amounts that may be payable for time not so reflected in such time reporting system due to Providers failure to perform its obligations under this Section 3.2. In the event Provider utilizes an automated time reporting system under a Task Authorization, for that Task Authorization, Providers time shall be billed to COMPANY ABC through that time reporting system; provided however, that Provider shall present a separate invoice to COMPANY ABC for such aforementioned out-of-pocket expenses. Provider shall present to COMPANY ABC such out-of-pocket expense invoices and all other invoices to be presented to COMPANY ABC, other than through an automated time reporting system, periodically, but not more often than once a month. COMPANY ABC shall use its best efforts to provide payment to Provider within thirty (30) days of COMPANY ABC's receipt of such invoices. All invoices shall specifically refer to the Task Authorization to which they relate. Provider shall include, with such invoices for out-of-pocket expenses, original receipts for all expenses in excess of Twenty-five dollars ($25.00). Terms and conditions on Providers invoices shall not add to nor modify this Contract. All amounts set forth in this Contract are in United States Dollars. 3.3 Provider shall maintain complete and accurate accounting records in accordance with generally accepted accounting practices. Provider shall preserve such records for a period of at least three (3) years after completion of the pertinent Work. COMPANY ABC shall have access to such records for purposes of audit, either through its own representatives or through an independent auditor selected and paid by COMPANY ABC. Any such review of Provider's records shall be conducted at reasonable times during business hours, and no more than twice annually. Confidentiality. 4.1 Provider shall hold in confidence and shall not copy, publish, disseminate or otherwise use any confidential information it receives from COMPANY ABC by virtue of this Contract including, but not limited to, any consumer credit information; provided however, that Provider may use (but not copy, publish, disseminate nor use for any other purpose) any such confidential information solely to the extent necessary for Provider's performance under this Contract. Such obligations of confidentiality shall not apply to information (a) which Provider can demonstrate, by its written records, was already in the possession of Provider prior to the first date of disclosure by COMPANY ABC; (b) which is now or becomes publicly known through no fault of Provider; (c) which Provider rightfully receives from third parties; (d) which by COMPANY ABC's written authorization is approved for use or release by Provider; or (e) which is required by law (i.e., an order of a court or data request from an administrative or governmental agency with competent jurisdiction) to be disclosed; provided however, that Provider shall provide to COMPANY ABC prior written notice before the disclosure of such information pursuant to this subparagraph (e) and shall use best commercial efforts to provide COMPANY ABC with such written notice at least ten (10) days prior to such disclosure..
3.3
48
4.2
Any portion of such confidential information that is specific (i.e., business practices, etc.) shall not be within the foregoing exceptions to such obligations of confidentiality merely because such information is embraced by general disclosures that are within such exceptions. Moreover, the foregoing exceptions to such obligations of confidentiality shall not apply to a combination of features found in such information unless that combination and not just the individual features are within such exceptions. All tangible information Provider receives by virtue of this Contract shall be returned to COMPANY ABC no later than the completion date of the Task Authorization under which such information was obtained by Provider, unless otherwise agreed to in writing by COMPANY ABC, or, if applicable, the termination date of this Contract; provided however, that the obligations of confidentiality set forth in this Contract shall survive any such return of information to COMPANY ABC. Provider shall not publish, nor otherwise disclose to any third party, the results of the Work including, without limitation, the Work Product, without the prior written authorization of COMPANY ABC. The consumer information (including, but not limited to, consumer credit information) that COMPANY ABC maintains in its various databases is highly confidential and highly sensitive. Therefore, without limiting the foregoing obligations of Provider under this Section 4, Provider shall implement, and shall take all measures to maintain, reasonable and appropriate administrative, technical and physical, security safeguards ("Safeguards) to (a) insure the security and confidentiality of consumer information (which may include, but not necessarily be limited to, consumer credit information) that Provider receives from COMPANY ABC, directly or indirectly, under this Contract or otherwise has access to by virtue of this Contract; (b) protect against any and all anticipated threats or hazards to the security or integrity of such consumer information; and (c) protect against unauthorized access or use of such consumer information that could result in substantial harm or inconvenience to any consumer. Provider shall immediately notify COMPANY ABC in writing in the event: (d) of any changes to Provider's business, or in the event any other circumstances arise, which Provider knows, or has reason to know, will have a material adverse impact on such Safeguards; or (e) Provider becomes aware that its Safeguards are otherwise insufficient to meet its obligations under this Section 4.5. COMPANY ABC may, from time to time, request information pertaining to such compliance with this provision and Provider shall reasonably cooperate with any and all such COMPANY ABC requests. Moreover, COMPANY ABC shall have reasonable access to other records of Provider which are relevant to this Contract and to Providers facility for the purpose of verifying its compliance with the terms of this Contract. Any such review of Provider's records, facilities, or both, shall be conducted at reasonable times during business hours. Providers obligation to comply, with the provision of this Contract shall, in no event, be deemed contingent upon, or otherwise affected by, the aforestated audit rights of COMPANY ABC. Ownership of Work Product. The entire right, title and interest in and to all copyrights, patents, trade secrets, trademarks, trade names, and all other intellectual property rights associated with any and all ideas, concepts, techniques, inventions, processes, or works of authorship including, but not limited to, all materials in written or other tangible form developed or created by Provider during the course of performing the Work for COMPANY ABC under this Contract (collectively, the "Work Product") shall vest exclusively in COMPANY ABC. Provider hereby automatically assigns to COMPANY ABC at the time of creation of the Work Product, without any requirement of further consideration, the entire right, title, and interest in such Work Product including, without limitation, any copyrights, moral rights, and all other intellectual property rights pertaining thereto. Upon request of COMPANY ABC, Provider shall take such further actions including, without limitation, execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment. Moreover, Provider shall also cooperate in prosecuting patent applications, infringement actions, and other patent enforcement procedures deemed necessary by COMPANY ABC with such directly related reasonable and actual expenses incurred by Provider reimbursed by COMPANY ABC. Residual Rights of Personnel. Notwithstanding anything to the contrary herein, Provider and its
49
4.3
4.4
4.5
5.
6.
employees shall be free to use and employ its and their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment, so long as it or they acquire and apply such information without disclosure of any confidential or proprietary information of COMPANY ABC and without any unauthorized use or disclosure of the Work Product. 7. Provider Intellectual Property Rights. Provider hereby grants to COMPANY ABC a worldwide, irrevocable, perpetual, royalty-free, non-exclusive license, including the right to sublicense, in and to any and all Provider, including, without limitation, each of Provider's employee's, owned or controlled intellectual property rights which are necessary for COMPANY ABC to be able to exercise unencumbered, its rights (including, without limitation, the right to make, use, perform, display, reproduce, distribute, create derivative works, offer for sale, import into the United States, and sell existing or hereafter developed products and services based on or incorporating the Work Product), set forth in this Contract. COMPANY ABC Intellectual Property Rights. Except as specifically, and solely to the extent, required to perform the Work for COMPANY ABC under this Contract, nothing in this Contract shall be construed, by implication or otherwise, to grant any right or license to Provider under any patent, invention, copyright, or any other intellectual property right, now or hereafter owned or controlled by COMPANY ABC. Representations and Warranties. Provider represents and warrants 1) that it has the experience and ability to perform the Work; (2) that it is, or will be the sole author of the Work Product; (3) that it will perform the Work in a professional, competent and timely manner; (4) that it has the power to enter into and perform this Contract; (5) that it has and will have the legal right to give to COMPANY ABC the rights set forth in this Contract; (6) that its performance of this Contract shall not infringe upon or violate the rights of any third party or violate any federal, state and municipal laws or regulations; and (7) it is under no obligation or restriction, nor will it assume any such obligation or restriction that does or would in any way interfere or conflict with this Contract. Provider represents and warrants that each of its employees who performs any Work is or will be bound (prior to the commencement of any Work by such employee) by an appropriate written agreement sufficient to ensure compliance with the provisions of this Contract, including without limitation, all grants and assignments of rights and ownership hereunder and the protection of COMPANY ABC's confidential information. The terms "employee" and "personnel" as used under this Contract shall include all of Providers employees and any and all independent contractors who are individuals (but not subcontractors doing business in any other form such as a corporation, partnership, etc. Subcontracting to such entities is not permitted under this Contract as set forth below in Section 14). Provider represents and warrants that for each employee assigned to perform Work under this Contract, Provider has performed reasonably sufficient background checks on each employee: (1) to ensure the accuracy of such employees employment chronology and educational credentials; and (2) to ensure such employee has no civil, criminal or credit history that would preclude successful fulfillment of Providers obligations under this Contract including, but not limited to, Providers consumer information safeguarding obligations set forth above. Provider represents and warrants that to a reasonable certainty no virus, turn-off device, invisible hypertext markup language hot link, Java applet Trojan horse, encryption code, lock-out device or similar program, macro or script, nor other tracking functionality of a hidden nature not disclosed to and authorized by COMPANY ABC, is included within the Work Product. Indemnification. Provider hereby indemnifies and saves COMPANY ABC harmless from and against any and all claims of any kind including, but not limited to, liability for injury to persons or damage to property, to the extent such claims arise out of Providers negligence, intentional wrongful conduct, or breach of this Contract (including, but not limited to, a breach of Providers representations and warranties), or any combination thereof, including, but not limited to, any and all expenses, costs, attorneys' fees, settlements, judgments or awards incurred by COMPANY ABC in
50
8.
9. 9.1
9.2
9.3
9.4
10.
the defense of any such claim or lawsuit. The defense against any such claim shall be conducted and controlled by Provider at its own expense, but COMPANY ABC may have counsel present at COMPANY ABCs expense and shall be permitted to participate in the defense of the claim and all related settlement negotiations. Moreover, where COMPANY ABC is a party to the claim or a defendant, no settlement of any such matter which admits any liability on behalf of COMPANY ABC or imposes on COMPANY ABC any obligation other than the payment of amounts subject to indemnification by Provider shall be made by Provider without the written approval of COMPANY ABC, which approval shall not be unreasonably withheld. COMPANY ABC shall, to the extent practicable, provide Provider with all reasonably necessary assistance, information and authority to perform the above, with all expenses incurred by COMPANY ABC at the request of Provider, reimbursed by Provider. 11. Waiver of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR, AND BOTH COMPANY ABC AND PROVIDER HEREBY WAIVE AS TO THE OTHER PARTY, ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES INCURRED BY THE OTHER PARTY AND ARISING OUT OF THE PERFORMANCE OF THIS CONTRACT, INCLUDING BUT NOT LIMITED TO LOSS OF GOOD WILL AND LOST PROFITS OR REVENUE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING NOTWITHSTANDING, AS TO SUCH DAMAGES INCURRED BY COMPANY ABC AS A RESULT OF THIRD PARTY CLAIMS, NOTHING IN THIS CONTRACT SHALL BE CONSTRUED AS LIMITING PROVIDERS OBLIGATIONS UNDER SECTION 10 ABOVE. IN ADDITION, EXCEPT FOR AMOUNTS DUE TO PROVIDER IN ACCORDANCE WITH SECTION 3.1 ABOVE, IN NO EVENT SHALL COMPANY ABC BE LIABLE TO PROVIDER, UNDER THIS CONTRACT, FOR ANY AMOUNT IN EXCESS OF THE AGGREGATE AMOUNT OF FEES PAYABLE BY COMPANY ABC TO PROVIDER UNDER THIS CONTRACT, OR TEN THOUSAND DOLLARS ($10,000.00), WHICHEVER AMOUNT IS LESS. Insurance. Provider shall obtain, and maintain for the period of performance of this Contract: (a) Worker's Compensation and/or all other Social Insurance in accordance with the statutory requirements of the jurisdiction in which Work will be performed and (b) Commmercial General Liability and Professional Liability Insurance including, without limitation, errors and omissions coverage, covering all Provider's operations under this Contract, in an appropriate amount, but in any event in a minimum amount of One Million Dollars ($1,000,000.00) per occurrence. Upon written request, Provider shall deliver to COMPANY ABC certificates evidencing the insurance obtained pursuant to the requirements set forth in this Contract. All policies of insurance obtained pursuant to this Contract shall (a) name COMPANY ABC as an additional insured; and (b) provide that such insurance will not be changed or canceled until thirty (30) days prior written notice has been given to COMPANY ABC. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Illinois regardless of the laws that might otherwise govern under applicable Illinois principles of conflicts of law.
12.
13.
14. Subcontracting and Assignment. This Contract and the rights and the obligations under this Contract with respect to Provider are personal to Provider and may not be assigned, transferred, nor subcontracted by any act of Provider or by operation of law without the prior written consent of COMPANY ABC. COMPANY ABC shall have the unrestricted right to assign this Contract to a Subsidiary of COMPANY ABC, a successor in interest to COMPANY ABC or to the purchaser of a portion of the assets of COMPANY ABC. For purposes of this Section 14 "Subsidiary" means COMPANY ABCs present and future subsidiaries of any tier and/or joint venture companies in which COMPANY ABC has at least a fifty percent (50%) share of ownership at the time of assignment of this Contract. 15. Assignment of Personnel. COMPANY ABC may interview the personnel Provider assigns to perform the Work. If COMPANY ABC determines that such personnel are not appropriate for the Work based
51
on their specific or general skills or their experience, Provider shall make a reasonable effort to assign other qualified personnel. Moreover, COMPANY ABC may from time to time, for cause, request the removal of Provider's employee(s) from performing the Work. In the event COMPANY ABC requests the removal of Provider's employee(s) for cause during the first eighty (80) hours of such employee(s) engagement under a Task Authorization ("the probationary period"), then Provider shall not charge COMPANY ABC for such employee(s) time spent during the probationary period. In the event COMPANY ABC has already submitted payment for such time, then, Provider shall either provide COMPANY ABC, at COMPANY ABC's sole option, with a credit or refund equal to the amount paid. If COMPANY ABC requests a replacement, Provider will provide same as soon as practicable thereafter so as not to unnecessarily delay, disrupt, or interfere with business relationships or projects of COMPANY ABC. Moreover, should any personnel of Provider be unable to perform scheduled services because of illness, resignation, or other causes beyond provider's reasonable control, then Provider shall not charge COMPANY ABC for the first eighty (80) hours of such personnel's time in performance of the Work. In the event COMPANY ABC has already submitted payment for such time, then, Provider shall either provide COMPANY ABC, at COMPANY ABC's sole option, with a credit or refund equal to the amount paid. Moreover, Provider will attempt to replace such personnel within twenty-four (24) hours, or as otherwise mutually agreed to in writing by Provider and COMPANY ABC. 16. Construction and Severability. All references in this Contract to the singular shall include the plural where applicable. Titles and headings to sections or paragraphs in this Contract are inserted for convenience of reference only and are not intended to affect the interpretation or construction of this Contract. If any term or provision of this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
Independent Contractor. 16.1 Provider is an independent contractor. This Contract is not intended to create or evidence any employer-employee arrangement, agency, partnership, joint venture, or similar relationship of any kind whatsoever, between COMPANY ABC and Provider. Provider shall retain the right to perform services for others during the term of this Contract. COMPANY ABC shall retain the right to cause services of the same or a different kind to be performed by its own personnel or other contractors during the term of this Contract. 17.2 Provider understands that COMPANY ABC will not contribute to Medicare, Social Security or any other required employment taxes, nor will COMPANY ABC withhold income taxes from compensation paid to Provider. Provider understands that Provider will be responsible for paying and reporting one hundred percent (100%) of all applicable taxes and social insurance including, but not limited to, federal and state employment and income taxes, and social security taxes for itself and its employees. Moreover, Provider understands that neither Provider nor its employees will be entitled to receive any employment benefits from COMPANY ABC including, but not limited to, health, life or disability insurance; retirement or pension plans; paid vacation or sick leave; unemployment compensation or workers compensation insurance. 17. Solicitation of Employment. The parties agree that their respective employees, who have integrally participated in the implementation of this Contract, shall not attempt to hire, solicit for employment or otherwise enter into a contract with any employee(s) of the other party, who becomes known to them by virtue of this Contract, during this Contract and for six (6) months thereafter, unless expressly agreed to in writing by the other party. Notices. Any notice required to be sent under this Contract, may be delivered by hand, confirmed telecopier (facsimile) transmission, confirmed electronic-mail transmission, via nationally-recognized overnight courier, or mail, postage pre-paid, certified (or any foreign counterpart), return receipt requested, to the address set forth in the introductory paragraph, above. All such notices intended for COMPANY ABC shall be sent to the attention of COMPANY ABC's Project Manager.
18.
Force Majeure. Neither party shall be liable to the other for failure to perform or delay in performance under this Contract if, and to the extent, such failure or delay is caused by conditions beyond its reasonable control and which, by the exercise of reasonable diligence, the delayed party is unable to prevent or provide against. Such conditions include, but are not limited to, acts of God; failure of
52
utilities; strikes, boycotts or other concerted acts of workmen; laws, regulations or other orders of public authorities; military action, state of war or other national emergency; fire or flood. The party affected by any such force majeure event or occurrence shall give the other party written notice of said event or occurrence. Publicity. Both Provider and COMPANY ABC shall submit to the other party for written approval, prior to use, distribution, or disclosure, of any material including, but not limited to, all advertising, promotion, or publicity in which any trade name, trademark, service mark and/or logo of the other party are used. Such party, from whom approval is being requested, will not unreasonably withhold its approval. Both parties will have the right to require, at each party's respective discretion and as communicated in writing, the correction or deletion of any misleading, false, or objectionable material from any such advertising, promotion, or publicity. No Waiver. No waiver by either party of any default, or failure of either party to exercise in any respect any right provided for in this Contract, will be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Contract. Entire Agreement. This Contract constitutes the entire agreement between the parties hereto and supersedes all previous agreements and understandings, whether oral or written, express or implied, with respect to the subject matter contained in this Contract. Except as set forth above in Section 2, this Contract may not be altered, amended, or modified except by written instrument, signed by the duly authorized representatives of both parties. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed as of the last date and year written below. The parties hereto agree that a facsimile transmission of this fully executed Contract shall constitute an original and legally binding document. ______________________________________ COMPANY ABC By: ________________________________ By: ________________________________ ________________________________ ________________________________ Name and Title of Signer Name and Title of Signer _______________________________ ________________________________ Date Signed Date Signed
53
AUTHORIZATION NO.: DATE: CONTRACT FOR SERVICES TASK AUTHORIZATION REFERENCE: Contract for Services dated _________________ between Company ABC ("COMPANY ABC"), and _______________________________. (Provider). 1. Work to be Performed: Description Specifications: Documentation Acceptance Criteria Assumptions/Dependencies Other 2. Providers Employees Assigned/Rates/Period of Task Performance: Provider Employee Rate Period of Task Performance
3. Maximum Authorized: The maximum aggregate total payments, under this Task Authorization, to Provider shall not exceed _________________________ Dollars ($________________), unless COMPANY ABC amends such limitation in a written amendment to this Task Authorization, duly executed by the authorized representatives of both parties. 4. Time Reporting System to be utilized by Provider (check one): ASP Time Sheet Other Specify: ________________________ COMPANY ABC Project Manager: This Task Authorization is hereby agreed to by the parties as evidenced by the signatures below. _______________________________________ COMPANY ABC By: Name: Title: Date: Name: Title: Date:
AGREEMENT ARTICLE I
The term of this Agreement shall be from ________________to June 30, 2006.
55
COMPANY NAME before the completion of the criminality portion of the background check. COMPANY NAME reserves the right to audit the background check records of assigned personnel on a as needed or random check basis, but this right shall not relieve CONSULTING FIRM of the obligation to perform such checks. Each employee/consultant of CONSULTING FIRM approved to work at COMPANY NAME will be designated to work on a specific project or projects by agreement of the parties. In the event that CONSULTING FIRM provides a consultant rather than its own employee to provide services hereunder the following conditions, in addition to those contained in this Agreement, shall apply: (a) Such consultant(s) shall be incorporated or be the employee of a corporation; (b) Such consultant(s) shall make themselves available to the general public for consulting services and not exclusively for COMPANY NAME . (c) CONSULTING FIRM shall have a written agreement with such consultant(s) or their employer under which all the terms of this Agreement are incorporated and binding upon the consultant(s) and/or their employer; and consultant(s) and/or their employer is/are responsible for employment, income and social security taxes for consultant(s) that arise from the services they are providing. (d) COMPANY NAME shall be named in writing as a third-party beneficiary of the agreement between CONSULTING FIRM and the consultant(s) and/or their employer insofar as the terms and conditions of this Agreement are concerned; and (e) If COMPANY NAME requests COMPANY NAME shall be provided with a fully executed copy of all the items set forth in this section A prior to the consultant performing services hereunder. B. It is contemplated that CONSULTING FIRM will perform its services in connection with this Agreement at the COMPANY NAME Corporation offices in CITY NAME , Illinois, or at such other location designated by the parties. When the services are performed at COMPANY NAME , the services will be performed within normal business hours unless otherwise jointly agreed by the parties. On time and material engagements COMPANY NAME reserves the right to limit the number of hours that CONSULTING FIRM works on any particular Work Order. To the extent that services are performed at COMPANY NAME premises, CONSULTING FIRM shall be permitted to utilize COMPANY NAME computer terminals, software, (excluding electronic mail services) telephones and ordinary supplies such as pencils, stationery, and the like; however, where CONSULTING FIRM utilizes its own equipment, electronic mail services, supplies or facilities, or those of any third party, COMPANY NAME shall have no obligation to reimburse it therefor. C. CONSULTING FIRM understands and acknowledges that under this Agreement COMPANY NAME neither promises nor guarantees any minimum number of consulting hours for any individual employee/consultant of CONSULTING FIRM or the CONSULTING FIRM itself. D. COMPANY NAME has entered into this Agreement based upon the assumption that CONSULTING FIRM has the expertise and capability to complete the assignment(s) described in the particular Work Order(s). COMPANY NAME is not responsible for training, seminars or any other educational resources necessary to assist CONSULTING FIRM in completing the project. In the event that COMPANY NAME and CONSULTING FIRM agree that it would be desirable to enhance the skill level of an employee/consultant provided by CONSULTING FIRM, COMPANY NAME may choose to send the specific employee/consultant selected to perform the task to a training class. COMPANY NAME shall pay for the training but shall not be billed for CONSULTING FIRM employees/consultants time during the training period. COMPANY NAME may provide CONSULTING FIRM with notice of various meetings such as project kick-off meetings. It shall be within CONSULTING FIRMS discretion whether or not to attend such meetings, however COMPANY NAME shall not be billed for CONSULTING FIRM time spent in attending such meetings. E. COMPANY NAME reserves the right from time to time to establish and modify guidelines and standards applicable to the time and materials projects and to CONSULTING FIRMS performance thereunder, and CONSULTING FIRM shall comply therewith. In the case of fixed-bid projects, the Change Request process set forth below shall apply.
56
If COMPANY NAME wishes to make a change to one or more deliverable(s) as set forth in the applicable Work Order, it shall specify in writing what changes it wishes made. CONSULTING FIRM shall either (a) agree to the requested changes, in which case the Work Order shall be amended to reflect such changes, or (b) shall inform COMPANY NAME of any costs associated with the requested changes. COMPANY NAME and CONSULTING FIRM shall meet to review the costs for such changes and if they reach agreement, the agreement shall be reflected in a written amendment to the Work Order. F. CONSULTING FIRM shall, at COMPANY NAME request, prepare and submit documentation to evidence periodic progress covered by a particular Work Order or Work Orders. G. Subject to Article VIII hereof, CONSULTING FIRM shall not be restricted from performing other or similar services for others during the intended term hereof; except that CONSULTING FIRM employees/consultants assigned to work at COMPANY NAME or on COMPANY NAME projects shall not provide services to any person or business entity in the quick-service restaurant industry for two years after ceasing to provide services to COMPANY NAME , unless otherwise agreed to in writing. H. CONSULTING FIRM employees/consultants will use the development standards, tools, and methods that the internal COMPANY NAME staff uses. CONSULTING FIRM employees/consultants performing services at COMPANY NAME must observe COMPANY NAME holiday schedule. Work hours, overtime and vacation time must be coordinated with the COMPANY NAME supervisor and will not be unilateral decisions. I. Neither party shall have the right to use the other partys name or trademarks without the express written consent of an officer of such party. ARTICLE III CENTURY DATE CHANGE REQUIREMENTS CONSULTING FIRM warrants that any software developed by CONSULTING FIRM and delivered to COMPANY NAME will fully comply with the following millennium compliance statement with no limitations. The definition of compliance is the ability to: Correctly handle date information before, during and after 1 January 2000 accepting date input, providing date output and performing calculation on dates or portions of dates; Function accurately and without interruption before, during and after 1 January 2000 without changes in operation associated with the advent of the new century assuming correct configuration; Where appropriate, respond to two digit date input in a way that resolves the ambiguity as to century in a disclosed, defined and predetermined manner; Store and provide output of date information in ways that are unambiguous as to century; Manage the leap year occurring in the year 2000, following the quad-centennial rule. ARTICLE IV DISABLING CODE CONSULTING FIRM covenants, warrants and represents that is has taken all reasonable steps to test any software developed hereunder (including software modifications) for Disabling Code (as defined below) and that the software is and shall be free of Disabling Code as of the date of delivery by CONSULTING FIRM, and that CONSULTING FIRM shall continue to take such steps with respect to future enhancements or modifications to the software. CONSULTING FIRM shall not invoke any Disabling Code on any of COMPANY NAME systems. The term Disabling Code means computer instructions, features or functions that may permit CONSULTING FIRM or a third party to, or may automatically: (a) alter, destroy or inhibit the software and/or COMPANY NAME processing environment; (b) erase, destroy, corrupt or modify any data, programs, materials or information used by COMPANY NAME or store any data, programs, materials or information on COMPANY NAME computers without the consent of COMPANY NAME ; (c) discontinue COMPANY NAME
1. 2. 3. 4. 5.
57
effective use of the software; or (d) bypass any internal or external software security measure to obtain access to any hardware, software or data (data includes, but is not limited to, any data or information belonging to COMPANY NAME , as well as any data or information belonging to another party that is in COMPANY NAME possession) of COMPANY NAME without the written consent of an officer of COMPANY NAME , including, but not limited to, other programs data storage and computer libraries. Disabling Code includes, but is not limited to, programs that self-replicate without manual intervention, instructions programmed to activate at a predetermined time or upon a specified event, and/or programs purporting to do a meaningful function but designed for a different function. CONSULTING FIRM further covenants, warrants and represents that it shall maintain a master copy of each version of the software free and clear of any Disabling Code. Upon COMPANY NAME request, CONSULTING FIRM agrees to make such master copy available to COMPANY NAME , with appropriate provisions for security thereof, for comparison with, and if necessary, correction by CONSULTING FIRM of COMPANY NAME copy of the software. ARTICLE V VIRUS PROTECTION To the extent that any computer equipment is used by CONSULTING FIRM in conjunction with the Services and CONSULTING FIRM provides software or equipment to COMPANY NAME , CONSULTING FIRM must use up-to-date anti-virus software on all such equipment and systems, which shall constitute commercially reasonable efforts to deliver all software and equipment virus free. As used in the preceding sentence, up-to-date anti-virus software shall mean that CONSULTING FIRM uses virus definition files made available by the anti-virus software publisher no more than seven (7) days prior to the date of the complained of incident. With respect to any CONSULTING FIRM equipment or software which may interface directly with the COMPANY NAME network system, CONSULTING FIRM will provide COMPANY NAME Technology Assurance and Security group the CONSULTING FIRMS standard software load on a representative CONSULTING FIRM employee laptop prior to accessing any portion of COMPANY NAME Corporate Network or shared resources for a technical review to determine if CONSULTING FIRM is in compliance with COMPANY NAME standards. Any CONSULTING FIRM hardware or software not in complete compliance with COMPANY NAME standards will not be allowed to access any portion of the COMPANY NAME Corporate Network or shared resources. If a request is made for CONSULTING FIRM to use remote access to the COMPANY NAME network and COMPANY NAME approves such a request, CONSULTING FIRM shall use only COMPANY NAME approved method(s) for remote access to the COMPANY NAME network. All such requests for remote access must be submitted to COMPANY NAME Technology Assurance and Security group. CONSULTING FIRM must have approved anti-virus protection software and update virus definition files on a weekly basis, unless a new or variant virus or malicious code is identified by COMPANY NAME and communicated to CONSULTING FIRM and in such case, the updates will occur daily. All storage media will be scanned on a daily basis or files will be scanned on a real time basis by virus protection software as those files are accessed, and any infected files will be immediately deleted. CONSULTING FIRM will be responsible for making any and all configuration changes or purchases, which may be required, based on the above referenced COMPANY NAME evaluation. Any decision and/or recommendation made by COMPANY NAME Technology Assurance & Security on the adequacy of the anti-virus protection software used by CONSULTING FIRM, is applicable only to the date of the test and/or statement issued. It is the responsibility of the CONSULTING FIRM to ensure timely updates, patches, etc., and to ensure their software and protection remains current (as specified above). With respect to software deliverables, immediately before delivering them to COMPANY NAME , CONSULTING FIRM will scan such deliverables for viruses with the most recent virus definition files available from the anti-virus software publisher. If CONSULTING FIRM fails to perform any obligation set forth in this section and if as a result, the software deliverable or interfacing equipment introduces a virus into COMPANY NAME system(s), CONSULTING FIRM will be responsible for any costs in removing the virus from the affected system(s), in addition to being liable for other damages resulting from such introduction.
58
ARTICLE VI FEES AND TAXES A. In full and complete consideration of the satisfactory performance by CONSULTING FIRM of any particular assignments undertaken in accordance with the project, COMPANY NAME agrees to pay the fee set forth in the pending Exhibit B. B. COMPANY NAME agrees to pay CONSULTING FIRM a fee which corresponds to the skill level of the CONSULTING FIRM employee/consultant and is no higher than that fee paid for that specific level of individual by CONSULTING FIRMS best customers. The skill level needed shall be specified on outgoing resource requests. Fees shall not increase during the term of this Master Consulting Agreement, except that rate adjustments may be made by mutual agreement of the parties for those employees/consultants of CONSULTING FIRM who have been assigned to COMPANY NAME continuously for one (1) year and are still assigned to COMPANY NAME at the time of the rate adjustment. C. CONSULTING FIRM shall bill COMPANY NAME in accordance with the COMPANY NAME guidelines that shall be furnished to the CONSULTING FIRM. COMPANY NAME reserves the right to change these guidelines upon thirty (30) days written notice to CONSULTING FIRM. D. For time and materials engagements, the assigned workers will enter their time into the approved COMPANY NAME time reporting system. These hours, once approved by the hiring manager directing the workers, will be the only hours for which the CONSULTING FIRM will be compensated. Hard copy or paper invoices will only be used as an audit for initial payments for new vendors or newly assigned workers. Approved hours will be processed for payment semi-monthly. COMPANY NAME shall have the right to change this method of entering hours upon thirty (30) days notice to CONSULTING FIRM. CONSULTING FIRM agrees that no compensation shall be due it for hours not entered within sixty (60) days of the performance of service. CONSULTING FIRM hereby waives any claims for compensation for any hours not entered within that sixty (60) day period. E. If COMPANY NAME requests that CONSULTING FIRM provide an invoice and multiple employees/consultants of CONSULTING FIRM are simultaneously assigned to a single COMPANY NAME project, then a single invoice shall be issued to COMPANY NAME covering all such CONSULTING FIRM employees/consultants. . F. Business expenses for CONSULTING FIRM employees/consultants are the sole responsibility of CONSULTING FIRM. COMPANY NAME shall not be responsible for such expenses unless expressly agreed to in writing by an officer of COMPANY NAME . In the event that COMPANY NAME agrees to reimburse travel expenses of CONSULTING FIRM, such reimbursement shall be made in accordance with the Information Services Consultant Travel Expense Reimbursement Policy, which is attached hereto as Exhibit C. COMPANY NAME retains the right to modify the Policy from time to time. G. COMPANY NAME shall, in addition to any other undisputed amounts payable under this Agreement, pay all sales, value-added, excise, use and any other taxes of whatever nature imposed by any governmental authority by reason of the payment of fees and expenses as contemplated by this Agreement; provided, however, that: (i) COMPANY NAME shall not be liable for any taxes based on CONSULTING FIRMS income, assets, franchise or net worth or employment or other similar income taxes payable by CONSULTING FIRM or its Personnel; and (ii) COMPANY NAME obligation to pay such amounts shall at all times be subject to the obligation of CONSULTING FIRM to provide timely notice, wherever possible, of its intent to pay such amount and to allow COMPANY NAME opportunity to contest or defend against the imposition of such amounts. Without prejudice to the foregoing, COMPANY NAME shall pay to CONSULTING FIRM such additional amounts as are paid to or on behalf of CONSULTING FIRM Personnel performing services resulting from (i) the payment or reimbursement of expenses being treated as taxable income to such Personnel and/or (ii) due to the secondment or relocation of such Personnel for the performance of Services; provided that (A) CONSULTING FIRM advised COMPANY NAME that such additional amounts were likely to be incurred prior to such amounts actually becoming due, (B) COMPANY NAME had a reasonable, , but
59
in no event less than thirty (30) days, opportunity to take steps to avoid the incurring of such taxes (e.g., causing resources to be relocated), and (C) COMPANY NAME did not take such steps to avoid the incurring of such taxes. H. Overtime hours once approved by COMPANY NAME Management shall be compensated at the same rate as non-overtime (straight-time) hours. ARTICLE VII TITLE A. CONSULTING FIRM and its employees/consultants agree to and do hereby grant to COMPANY NAME , without further consideration, the entire right, title and interest (including all moral and authors rights, if applicable) of CONSULTING FIRM and its employees/consultants in and to the work product, copyright, patent mask works and trademark of any and all projects CONSULTING FIRM undertakes pursuant to this Agreement, including but not limited to all developments, inventions, improvements, methods, processes, procedures computer programs and improvements to those programs, documentation and related material and discoveries, whether or not patentable, conceived of or reduced to practice in the course of or pursuant to the performance of services rendered hereunder. CONSULTING FIRM shall not incorporate any of its property or any property of a third party (NonCOMPANY NAME Property, which includes but is not limited to, developments, inventions, improvements, methods, processes, procedures computer programs and improvements to those programs, documentation and related material,) into any work product for COMPANY NAME without the express consent of COMPANY NAME . In the event that COMPANY NAME consents to the inclusion of Non- COMPANY NAME Property CONSULTING FIRM and its consultants agree to grant to COMPANY NAME a worldwide, irrevocable, royalty free and perpetual license to any NonCOMPANY NAME Property which is incorporated in any of the work done for COMPANY NAME , including the right to distribute work in which the incorporated NonCOMPANY NAME Property resides or which was developed by use of such Non- COMPANY NAME Property, to COMPANY NAME licensees, subsidiaries, affiliates, joint ventures and business partners. Nothing herein shall be construed to grant COMPANY NAME ownership of any Non- COMPANY NAME Property which is in existence as of the date of this Agreement, or is subsequently developed by CONSULTING FIRM, without the use of COMPANY NAME Confidential Information, for itself or a third party. B. CONSULTING FIRM and its employees/consultants acknowledge and agree that COMPANY NAME , without further consideration, has the sole right to reproduce, distribute, translate, publish, license, dispose of, sell, and to authorize others to do so, any and all computer programs, enhancements, documentation and related material developed or undertaken by CONSULTING FIRM and its employees/consultants while rendering services in accordance herewith, consisting of, by way of example and not by way of limitation, computer program machine codes and source codes, operating instructions, input information, specifications and related documentation. C. CONSULTING FIRM represents to COMPANY NAME that it and its consultants have no prior obligations to grant rights to others arising by contract, express or implied, written or oral, which may restrict, detract from or affect the grant to COMPANY NAME provided herein. D. CONSULTING FIRM agrees to deliver to COMPANY NAME as requested and supplied by COMPANY NAME such duly executed instruments of assignment or applications necessary to vest in COMPANY NAME or its designee the sole and exclusive ownership of and the right to apply for and prosecute patent, copyright and trademark applications covering each such invention, improvement, discovery or trademark. CONSULTING FIRM further agrees that it will at all times, at COMPANY NAME request and expense, aid COMPANY NAME in preparing or giving testimony in any and all patent, copyright, trademark application or other judicial or quasi-judicial proceedings. E. CONSULTING FIRM agrees to promptly make a full and complete detailed written disclosure to COMPANY NAME of each computer program and all related material including, but not limited to, in whatever media such materials exist, computer program machine code and source code, object code, operating instructions, filenames, input information, format specifications, routines and
60
instructional documentation, inventions, improvements or discoveries covered by the aforementioned grant. ARTICLE VIII CONFIDENTIALITY AND RESTRICTION ON USE AND DISCLOSURE A. CONSULTING FIRM agrees that all documentation, data, manuals, records, papers, reports, descriptive and pictorial material, printed or written technical information, drawings, notes and other information provided to CONSULTING FIRM by COMPANY NAME , and reproductions thereof, and all such material and data produced or received by CONSULTING FIRM during performance of the services rendered hereunder or relating to COMPANY NAME including, without limitation, in whatever media such materials exist, computer programs, source code, object code, operating instructions, filenames, input information, specifications, routines and instructional documentation (hereinafter referred to as Confidential Information), shall be solely COMPANY NAME property and shall be held in strictest confidence by CONSULTING FIRM and any of its employees/consultants assigned to work at COMPANY NAME . CONSULTING FIRM and its employees/consultants shall also hold all third party software, information and documentation supplied to it by COMPANY NAME in strictest confidence. This paragraph, however, shall not apply to information and documentation in the public domain or which may otherwise be generally available to the public. B. All Confidential Information shall be considered and treated by CONSULTING FIRM as COMPANY NAME confidential and proprietary property, the nature and contents of which shall not be disclosed to others or used without written permission from COMPANY NAME . C. CONSULTING FIRM agrees to return to COMPANY NAME Confidential Information and all other property of or related to COMPANY NAME upon completion of its consulting relationship with COMPANY NAME . ARTICLE IX NO ASSIGNMENT This Agreement and the rights provided CONSULTING FIRM hereunder are personal to CONSULTING FIRM and shall not be assigned, transferred, shared or divided in any manner by CONSULTING FIRM without the prior written consent of COMPANY NAME , provided, however, that COMPANY NAME shall not refuse to consent to such an assignment to any corporation the shares of which are owned solely and exclusively by CONSULTING FIRM (in which event said shares shall not be subsequently transferred without prior notice to COMPANY NAME , and shall bear a legend to that effect). ARTICLE X NO AGENCY CREATED A. CONSULTING FIRM and any of its individual employees/consultants shall have no authority, express or implied, to act as an agent or employee of COMPANY NAME , its subsidiaries or affiliates for any purpose whatsoever. CONSULTING FIRM is, and shall remain, an INDEPENDENT CONTRACTOR. CONSULTING FIRM shall have the sole right, obligation, and discretion to hire, assign, fire, discipline, evaluate, supervise, manage, train, assign work, define jobs, determine job content, maintain records of hours, perform payroll functions, be responsible for all obligations and liabilities which CONSULTING FIRM may incur in connection with this Agreement, including the obligation to pay all employment, income and social security taxes arising hereunder, and determine all other terms and conditions of employment for all of CONSULTING FIRMS employees, and secure all appropriate insurance coverage, in the amount of at least Five Million ($5,000,000.00) Dollars (with COMPANY NAME being named as an additional insured), including employee workers compensation insurance, comprehensive general liability with personal injury endorsements for libel, slander and defamation, as may be required by COMPANY NAME from time to time.
61
B. CONSULTING FIRM represents that all of its employees assigned to COMPANY NAME projects are full-time employees of CONSULTING FIRM, eligible for benefits and under the professional control of CONSULTING FIRM. CONSULTING FIRMS employees shall not be eligible to participate in any of COMPANY NAME employee benefits programs, including but not limited to, any bonus, pension, profit sharing, stock option, 401(k), health, sickness, dental, accident, life, disability, retirement, severance, vacation and other paid time off, tuition benefits, deferred compensation, or insurance which COMPANY NAME may maintain for the benefit of any of its employees, even if CONSULTING FIRMS employees are determined to be common law or statutory law employees of COMPANY NAME . In addition, CONSULTING FIRMS employees shall not be entitled to unemployment benefits in the event this Agreement terminates, or workers compensation benefits in the event CONSULTING FIRMS employees are injured in any manner while performing services hereunder, even if CONSULTING FIRMS employees are determined to be common law or statutory law employees of COMPANY NAME . ARTICLE XI INDEMNITY CONSULTING FIRM shall forever protect, save and keep COMPANY NAME , its subsidiaries and affiliated companies, as well as their respective corporate officers, directors and employees, harmless and indemnify said parties against and from any and all claims, demands, losses, costs, damages, suits, judgments, penalties, expenses and liabilities of any kind or nature whatsoever arising out of or in connection with CONSULTING FIRMS performance of services hereunder and grants of title conveyed to COMPANY NAME by CONSULTING FIRM. ARTICLE XII REMEDIES CONSULTING FIRM acknowledges that damages in the event of breach of Article VIII of this Agreement may be difficult or impossible to ascertain and, therefore, CONSULTING FIRM consents to the entering of temporary and permanent injunctive relief, without bond, against any unauthorized use or disclosure by CONSULTING FIRM of any Confidential Information in order to enjoin such breach, without thereby limiting any other remedies or rights that COMPANY NAME may have at law or in equity. ARTICLE XIII NONSOLICITATION OF EMPLOYEES A. Neither COMPANY NAME nor CONSULTING FIRM shall hire or seek to hire the employees of each other who have worked on a project covered by this Agreement unless, in the case of a CONSULTING FIRM employee, (1) the employee has provided services to COMPANY NAME for a six (6) month period, or (2) the employee has not provided services to COMPANY NAME for ninety (90) days, or, in the case of a COMPANY NAME employee, the employee has not been employed by COMPANY NAME for at least one (1) year. B. In the event that an employee dissolves his/her employment relationship with the CONSULTING FIRM, COMPANY NAME shall not be prohibited from using the services of such employee in the same capacity and through a different CONSULTING FIRM. C. Nothing herein shall prevent either party from hiring the subcontractors of the other party. ARTICLE XIV SURVIVAL OF REPRESENTATIONS All representations, covenants and agreements by CONSULTING FIRM herein shall survive termination or expiration of this Agreement.
62
ARTICLE XV SUBSTITUTION OF INDIVIDUAL CONSULTANTS A. CONSULTING FIRM agrees that, under a time and materials assignment, within the first thirty (30) calendar days of a consultants work at COMPANY NAME pursuant to a Work Order, COMPANY NAME may require CONSULTING FIRM to replace such employee/consultant with a substitute consultant who is suitable to COMPANY NAME . B. For one week after COMPANY NAME notifies CONSULTING FIRM that it desires such a substitution, CONSULTING FIRM has the exclusive right to propose substitute employees/consultants to fill the vacant position. After this one-week period, COMPANY NAME has the right to accept proposals from anyone with regard to candidates to fill the vacant position. C. Should COMPANY NAME choose to make such a substitution of an individual employee/consultant, COMPANY NAME reserves the right not to pay for the services of the replaced employee/consultant. D. CONSULTING FIRM may replace an individual employee/consultant, but only upon providing COMPANY NAME with at least thirty (30) days written notice. It shall be CONSULTING FIRMS responsibility to provide such training and information, at CONSULTING FIRMS sole expense, as to allow the substitute employee/consultant to provide services to COMPANY NAME at the same skill and project knowledge level as the individual to be replaced. Training shall include having the new individual work with the individual to be replaced for a period of time to be agreed upon between COMPANY NAME and CONSULTING FIRM, but in no event shall such period be less than two weeks. Additionally, COMPANY NAME shall have the right to designate certain employee(s)/consultant(s) as key to a project. These individuals shall not be replaced without the consent of COMPANY NAME . The restrictions contained in this section shall not apply if the individual to be replaced terminates their employment or business relationship with CONSULTING FIRM. Additionally, the prohibitions in this Agreement against hiring employees of CONSULTING FIRM shall not apply to those key individuals referred to above whom terminate their employment or business relationship with CONSULTING FIRM. ARTICLE XVI TERMINATION AND EXTENSION A. This Agreement or any Work Order under it may be terminated at any time at will and without cause by either party upon fourteen (14) calendar days written notice to the other party, or in the event of a CONSULTING FIRMS material breach of this Master Consulting Agreement, without notice. Additionally COMPANY NAME shall have the right to terminate any particular Work Order without notice where CONSULTING FIRM fails to make adequate, timely and satisfactory progress pursuant to the particular Work Order in question. B. If and when COMPANY NAME believes that CONSULTING FIRM employee/consultant will finish his/her work before the Projected End Date provided in his/her Work Order, COMPANY NAME may terminate such persons work for COMPANY NAME so long as two (2) weeks prior notification of such termination is given to CONSULTING FIRM. C. At any time during the assignment period for a particular CONSULTING FIRM employee/consultant, the parties may agree via a signed writing to extend that persons Projected End Date to a mutually agreeable future date. D. In the event of the termination of this Agreement by COMPANY NAME , COMPANY NAME sole liability to CONSULTING FIRM shall be for payment of properly and timely completed services performed prior to the effective date of termination and which were accepted by COMPANY NAME , less any offsets against said amounts which COMPANY NAME shall be entitled to recover. ARTICLE XVII LAW GOVERNING The terms and provisions of this Agreement shall be interpreted in accordance with and governed by the laws of the State of Illinois. Additionally, CONSULTING FIRM shall, and shall be responsible for ensuring that CONSULTING FIRMS Personnel shall (1) perform all obligations of CONSULTING FIRM under this Agreement in
63
compliance with all federal, state, local, foreign and intergovernmental laws, directives, ordinances, rules, orders and regulations, and (2) acquire all permits or other documents necessary for CONSULTING FIRM to perform all of its obligations (Legal Requirements). CONSULTING FIRM shall indemnify COMPANY NAME for any claims that arise out of its failure to comply with this paragraph. ARTICLE XVIII LANGUAGE The parties have requested that this Agreement and all documents contemplated by this Agreement be drawn up in English. Les parties aux prsentes ont exig que cette entente et tous autres documents envisags par les prsentes soient rdigs en anglais. ARTICLE XIX ENTIRE AGREEMENT This Agreement shall be deemed to constitute the entire agreement between the parties hereto relating to its subject matter. CONSULTING FIRM acknowledges and confirms that neither COMPANY NAME nor anyone acting on its behalf has made any statement, promise or agreement, verbally or in writing, in conflict with the terms of this Agreement or that in any way modifies, varies, alters, enlarges or invalidates any of the provisions hereof and it is agreed that no obligations of COMPANY NAME shall be implied in addition to the obligations herein expressed. ARTICLE XX NOTICES All notices required under the terms and provisions hereof shall be in writing, by certified or registered mail or by personal delivery. Any such notice shall become effective only upon receipt at the following addresses by the designated person, which upon written notice, may be changed from time to time: If to COMPANY NAME : COMPANY NAME Corporation One COMPANY NAME Plaza CITY NAME , Illinois 60523 Attention: Title: Senior Vice President With a copy to: General Counsel And if to CONSULTING FIRM: _________________________________ _________________________________ _________________________________ Attention: _________________________
(Please Print) (Please Print)
Title: _____________________________ IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. COMPANY NAME CORPORATION By: Title: Senior Vice President ____________________________________ By: Title: ______________________________
64
EXHIBITS EXHIBIT A EXHIBIT B EXHIBIT C NOTICE OF REQUIREMENT WORK ORDER TRAVEL REIMBURSEMENT POLICY
65
66
EXHIBIT B WORK ORDER TIME AND MATERIALS VENDOR NAME DATE SUBMITTED I. This Work Order is subject to the Master Consulting Agreement executed by COMPANY NAME Corporation and the Consulting Firm named above. The terms of the Master Consulting Agreement are hereby incorporated into this Work Order. II. LOCATION OF ASSIGNMENT: COMPANY NAME Corporation CITY NAME , Illinois 60523 III. SKILLS AND EXPERIENCE REQUIRED: Skills associated with the _________________ position profile as defined in the COMPANY NAME System. IV. NAME OF THE COMPANY NAME PROJECT MANAGER AND PLATFORM LEADER:
V. NAME OF AUTHORIZED CLIENT REPRESENTATIVE: VI. INDIVIDUAL ASSIGNED AND HIS/HER CORRESPONDING RATE: VII. COMPANY NAME PROJECT(S) NUMBER, PROJECT(S) NAME, DESCRIPTION OF WORK TO BE PERFORMED CONSISTENT WITH THE PROJECT(S) PLANS, APPROXIMATE START DATE(S) AND PROJECTED END DATE(S):
VIII. COMPLETION CRITERIA: In accordance with the Completion Criteria in the referenced Project Plan and with the approval of the assigned Management Team. COMPANY NAME CORPORATION ONE COMPANY NAME CITY NAME , ILLINOIS 60523 By: Title: Date: By: Title: Date:
67
EXHIBIT B WORK ORDER FIXED BID VENDOR NAME DATE SUBMITTED I. NOTE: This Work Order is subject to the Master Consulting Agreement executed by COMPANY NAME Corporation and the Consulting Firm named above. The terms of that Master Consulting Agreement are hereby incorporated into this Work Order. LOCATION OF ASSIGNMENT: COMPANY NAME Corporation CITY NAME , Illinois III. NAME OF THE COMPANY NAME PROJECT MANAGER AND PLATFORM LEADER:
II.
IV.
V.
VI.
COMPLETION CRITERIA: In accordance with the Completion Criteria in the above referenced Project Plan and with the approval of the assigned Management Team.
COMPANY NAME CORPORATION ONE COMPANY NAME PLAZA CITY NAME , ILLINOIS 605 By: Title: Date: By: Title Date:
68
EXHIBIT C CONSULTANT TRAVEL EXPENSE REIMBURSEMENT POLICY ALTERNATIVE TO TRAVEL As an alternative to travel, videoconferencing should be considered when face-to-face communication is not mandatory. This has the greatest opportunity to save travel costs and unproductive travel time. REIMBURSEMENT When consultants are on assignments, which require them to spend time away from their permanent place of work, they will be reimbursed for authorized expenses. Expenses are required to be promptly reported, adequately explained and supported by receipts on an expense report. A consultant should neither make nor lose money because of traveling on company business. Attached is an example of the minimum information requested for all consultant travel charges submitted to the COMPANY NAME .
Air Travel
Class of air travel COMPANY NAME Corporation policy is all flights must be booked as coach. No first class air travel is allowed. The Company is not responsible for the cost of upgrades. The CEO and COO are the only ones who can approve deviations from this policy. Outside vendors whose travel costs will be charged to COMPANY NAME must follow COMPANY NAME policy. Booking air travel United Airlines is the preferred airline for COMPANY NAME Corporation. Significant discounts are available on United Airlines and other Star Alliance carriers, especially on full fare tickets, so these carriers should be used unless there are compelling cost or schedule advantages to alternatives (see below). COMPANY NAME also has arrangements with America West Airlines, Delta Air Lines, Northwest Airlines, and USAirways that provide for smaller discounts on business travel. All discounts apply ONLY on tickets purchased from COMPANY TRAVEL AGENCY, which is why it is mandatory to use COMPANY TRAVEL AGENCY for booking travel. Travel agency Travel 1-877-623-xxxx Monday Friday 8:00AM 6:00PM Central Time If a weekend stay substantially reduces the airline ticket price, COMPANY NAME may pick up the expenses for the extra day(s). COMPANY NAME should not pay extra money due to this weekend stay. These arrangements must be pre-approved by the Department Head or equivalent. On long-term assignment, COMPANY NAME will allow a return flight home every other week.
COMPANY NAME
MEALS & SUNDRY EXPENSES: On short term travel assignments, a spending limit of forty-two ($42.00) dollars per day is allowed to cover the actual cost of food and beverages as well as miscellaneous expenses such as personal phone calls. On longerterm assignments where corporate condominium or apartment arrangements exist, a spending limit of thirty-four ($34.00) dollars per day applies. TRANSPORTATION TO AND FROM AIRPORT: Reasonable costs are reimbursable. For limousine service between NAME and Midway, use West Suburban Travelers. (630) 668-9600 CAR RENTAL Car rental is expensive, so the need for a car should be compared with other modes of transportation. Many of COMPANY NAME preferred hotels have shuttle service to and from airports and major local destinations, such as regional offices, which should be used when available. Please contact the property directly for more information. Depending on the length of stay, limousines and taxis are often more cost-effective alternatives to car rental, especially in more expensive destinations such as Chicago, New York, and Philadelphia. When a car is needed, our preferred company is Hertz. Please book your car rental through COMPANY TRAVEL AGENCY, who has preloaded COMPANY NAME discounted rates with Hertz. Booking and paying for a mid-size car or smaller unless the size of the group dictates something larger. One car is allowable for each group of three or fewer individuals. For example, if five (5) individuals are traveling together, two (2) rentals is reasonable. You must refuel the car before you return it to the rental agency. Hertz should always be used domestically (within the 50 United States). Internationally, where Hertz discounts are not as great, rates should be compared with rates of preferred car rental companies in the country in which you are traveling. Hertz rates include unlimited mileage for round-trip rentals and free loss damage waiver (LDW) on business rentals. Please make sure to book through COMPANY TRAVEL AGENCY to capture your free insurance. Please decline all insurance in the event it is offered. For business rentals at international destinations, COMPANY NAME Insurance Department recommends you accept all insurance. CITY NAME and OHare or CITY
Any refueling charges. Always decline the refueling option and return the car with a full tank of gas. Any insurance on domestic car rentals.
OTHER: The following items will not be reimbursed: Charges for sports activities or health club facilities; Doctor bills, prescription and non-prescription medications; Gift shop/sundry charges; Laundry and dry cleaning fees; Movie rentals in-flight or in-room; Office supplies, books, software; Valet parking or car washes. Charges for excess baggage, passport/visa, or air travel insurance. Entertainment. Note: to the If there are any questions concerning this travel policy, please contact of the I/S H/R Team Following is an example of the minimum information requested for all consultant travel charges submitted COMPANY NAME Information Services department.
71
CONSULTANT TRAVEL EXPENSE REPORTING Consultant: John Smith Project: Financial Management (Project #6901) Description Round-trip Airfare Chicago to Minneapolis Hotel accommodations (Minneapolis Ramada - $80 per day from 3/1 to 3/3 Meals & Sundry Expenses: 3/1 (meals - $32,) 3/2 (meals) 3/3 (meals) 3/4 (breakfast) Subtotal Car rental (Minneapolis 3/1 to 3/4 Total for trip Round-trip Airfare Chicago to Denver (Direct billed) Hotel accommodations (Denver Sheraton - $90 per day from 4/4 to 4/14 Meals & Sundry Expenses: 4/4 (dinner) 4/5 (meals - $33, 4/6 (meals - $35, 4/7 (meals) 4/8 (meals) 4/9 (meals) 4/10 (meals) 4/11 (meals - $32,) 4/12 (meals - $34,) 4/13 (meals) 4/14 (meals) 4/15 (breakfast - $7,) Subtotal Car rental (Denver 4/4 to 4/15) Total for trip Total to be reimbursed Amount 240.00 35.00 37.00 38.00 10.00 120.00 148.00 818.00
990.00 22.00 36.00 38.00 34.00 30.00 32.00 30.00 38.00 38.00 34.00 31.00 10.00 373.00 300.00 2031.00 2849.00
Please include receipts for expenses not included under the daily spending limit. In the event a receipt is not obtained for a small dollar expense, a brief explanation should be entered on a piece of stationery and included with the travel expense report. Please include Itinerary from COMPANY TRAVEL AGENCY
72
II.
System Overview 1. Supplier must have a detailed, written Disaster Recovery Plan including response time to
2. 3. 4. 5. 6. 7.
restore the system in the event of the primary system failure, as well as scheduled system backup process to protect data. Scheduled downtime shall be performed after CUSTOMER business hours (before X:00 am EST and after X:00 p.m. EST). Vendor must notify CUSTOMER seventy-two (72) hours prior to scheduled downtime Who owns your code development? Is any of the code developed by third parties? If so, what functionality was developed by third parties? Please discuss your ability to locate your server application outside the CUSTOMER firewall. Discuss the security of the server within your facility. What security measures have you taken to ensure that CUSTOMER data is not available to other corporations who may be using your system? Please discuss system redundancy plan.
System Support
1. Please identify the hours of operation and support staff available. 2. Please explain your companys level of support staff. 3. What types of support resources are available for CUSTOMER users (web tutorial, telephone support, written instructions, etc.)?
III.
1. 2. 3. 4. 5. 6.
Implementation
Provide an overview of your implementation strategy. Provide an overview of your Implementation Team. Describe the transition from the implementation team to the ongoing Account Management Team. Suggest a timetable for implementation. What are the critical components of a vendor management program implementation? Would you recommend piloting the program first?
73
7. Describe the role that CUSTOMER will be expected to play during implementation. Please approximate required CUSTOMER personnel requirements. 8. Transition Plan Provide a comprehensive plan including the timeline showing how your organization plans to transition all existing staffing suppliers into the new vendor management model.
IV.
Training
1. Provide a detailed training plan necessary for all users including CUSTOMER end users, suppliers and contract employees. 2. What communication vehicle and materials would be used to educate all levels of using managers? 3. Would training be conducted face-to-face, on-line, via phone conference or web interface? 4. How will you supply ongoing training for new users after initial training is complete?
V.
Account Management
1. What account management structure would you recommend for CUSTOMER? 2. What are the roles, responsibilities, and reporting relationships of your Account Management Team? 3. Where is this team physically located? 4. How do you measure your Account Team's performance? 5. What elements of this team are most critical to its success? 6. How frequently would the Account Management meet with CUSTOMER to discuss and review supplier performance requirements? What elements are most important to include in these discussions? 7. How would you incorporate CUSTOMERS goals to improve overall cost savings and dollars spent with diversity suppliers? 8. How would you handle program expansion to include additional CUSTOMER sites/business units? 9. Describe your process for determining contractor rate structures.
VI.
Vendor Management
1. Provide a narrative outlining your supplier relationships. Give an example of an exceptional supplier partnership. 2. Have you ever had a staffing supplier refuse to participate in your vendor management program? 3. What processes do you use to manage your suppliers satisfaction, quality, performance metrics, pricing and policy compliance? 4. Please describe your staffing vendor management program is it a tiered program or an allinclusive broadcast program? 5. What metrics are used to monitor supplier performance? 6. What are the steps used to qualify and add new suppliers? What process is used to terminate suppliers? 7. Please comment on your ability to communicate supplier benchmarking data that you have attained through working with other companies. 8. Explain your position on who holds the contracts with the staffing services suppliers.
VII. VIII.
Reporting Invoicing
1. Please describe your electronic reporting capabilities. 2. Provide examples of your most frequently used reports (please limit to xx). 1. How do you pay your suppliers? 2. How does your billing system capture items such as company number, department code, costs center, etc? 3. What are your EDI or EFT capabilities? 4. What is your process for time reporting validation? Please include your systems capability for the hiring manager to delegate his/her approval authority.
IX.
Customer Satisfaction
1. How do you measure customer satisfaction? 2. Describe your ability to deliver and assess the results of a customer satisfaction survey.
74
3. What performance metrics are currently in place with other customers that would be relevant to measure customer satisfaction?
X.
General Questions
1. Please provide (3) vendor management references including name of customer, name of reference, title, phone number, and e-mail address. In addition, identify how long you have provided these customers with vendor management services, what primary skill categories you manage, how many contractors you are currently managing and how many orders are filled per month. 2. Describe your most unique vendor management program. 3. Describe a vendor management program that failed and the reasons for the failure. How large was the annual spend for this failed program? Disclosure of the customer is not required. 4. Provide (3) examples in which your vendor management programs have delivered hard cost savings to your customers. Provide statistical information on total spend and hard savings.
75
History
[Offer the vendors a history of why this solicitation has been released and what they can expect by returning a response.]
Scope of Work
[Offer the vendors a high-level overview of what would be expected of them should they be awarded the work.]
Insurance Requirements
[Outline your minimum insurance requirements.]
Response Requirements
[Outline specifics for returning a response such as the due date, number of hardcopies, number of softcopies, address for return, labelling specifications, etc.
Timeline
[Outline timeline including date submitted to potential vendors, date for questions concerning RFP, due date for responses, date of final selection, date of anticipated implementation start date.]
General Information
1. Provide a brief overview of your organization. Include whether or not you are a subsidiary of another company. 2. Name of Account Representative, telephone number, and e-mail address. 3. Provide an executive summary on the general financial health of your company. Please include your most recent year of audited financial information as an appendix to the response. 4. How many employees do you have (do not include parent company if applicable)? How many employees do you have dedicated to training? Help desk? Implementation/deployment? Client Services overall? Development? 5. Please provide your top 10 customers you would be willing to put us in touch with. 6. Please list the customers you have implemented your solution with that are no longer customers. Explain why they are no longer customers. 7. What differentiates you from your competition?
Vendor Management
1. 2. 3. 4. 5. 6. 7. Briefly describe your vendor management solution. What are the benefits of a vendor management solution? What are the benefits to our suppliers? How do you evaluate and rank suppliers? Do you have your own automated system or do you use a third party system. If we select your vendor management solution, do we have to use your automated system? Does the solution include representatives from your company on-site at our location(s)?
Requisitioning Process
1. 2. 3. 4. Describe the standard workflow from requisition to placement within the system. Briefly describe how suppliers submit candidate data, resumes and comments. Does the product allow the hiring manager to select their preferred agency? Describe. Does the product allow for pre-populated templates for frequently posted positions that can be customized as necessary? Describe. 5. Can interviews be scheduled through the system? 6. Briefly describe how many levels of approval hierarchy that the system can accommodate.
Reporting
1. Describe your reporting capabilities. 2. Can report data be exported for use in other applications? If so, which applications do you support? 3. List the standard reports provided. 4. Do you offer ad-hoc reporting? 5. What are the top 3 most useful reports you provide to your customers/suppliers?
Billing
1. 2. 3. 4. 5. Does your automated solution include consolidated billing? If so, please describe. Do you pay the vendors or will we continue to pay the vendors? Will the vendors be required to send invoices? Can you interface with our financial system? What is your process for vendors to reconcile their invoices?
Technology
Describe the technology of your solution. Do you require any unique hardware and/or software? Describe your current security processes. Include both physical location and data security. Provide the disaster recovery plan for your service. Describe the capabilities of your product to interface with ERP systems such as [CLIENT TO NAME THEIR SPECIFIC PACKAGE HERE]. 5. Outline your standard procedures and frequency for back up of client data. 1. 2. 3. 4.
6. What are some key learnings youve had as a result of implementing your solutions?
Pricing
1. Detail the rates for your proposed solution, inclusive of ongoing fees, one-time charges and any other rates that will be incurred by [CLIENT] or its suppliers. 2. Provide a projected cost to implement your proposed solution. 3. State the efficiencies in financial terms that [CLIENT] will realize as a result of implementing your application/solution. 4. What is the rate for customizations that are or could be requested by [CLIENT]?
Miscellaneous
1. 2. 3. 4. 5. 6. 7. 8. 9. Explain your position on vendor neutrality. How can you ensure we receive the lowest rates while maintaining quality? Do you provide any service or cost savings guarantees? What are the top benefits of implementing your solution(s)? Please provide a one page case study on how you helped a customer. Is your solution in practice anywhere outside the United States? Do you offer any other workforce solutions? Please list your top three competitors. Please compare your strengths and weaknesses against your competitors.
78
79
Management
XYZ Inc. wants to understand the long-term direction of its potential Managed Services Provider. Please outline in detail the management structure you would plan to put in place for the XYZ Inc. account. How would the day-to-day account be managed at both the corporate and the local level? Explain what type of training and development opportunities are provided to the account management team as well as additional bonus, incentive, and reward programs. Please describe your core competency. What distinguishes your company from its competition? Include a summary of the key advantages of your firm. Describe your companys experience managing supplemental staffing vendors in the five skill sets outlined above (Information Technology, Engineering, Manufacturing, Clerical and Administrative Support, and Finance) for a manufacturing company (ideally, one in the medical device industry). Discuss your expectations from a business relationship between XYZ Inc. and your company. Be specific.
Financial Analysis
XYZ Inc. wants assurance that its Managed Services Provider is financially secure and has the financial resources necessary to meet XYZ Inc.s global business needs. If this information is available on the Internet, please provide a link to that information as your answer to these four questions. Please provide total revenue for the past three years and forward projections for two years. State revenue by major business segments, as well as revenue by key offices that would support the XYZ Inc. account (if applicable). State targets, performance, and trends on internal key financial ratios: EBIT, profit margin, RONA, etc. Identify any outstanding or pending litigation and describe the associated risk.
Alliances
XYZ Inc. wants to know of any third parties or strategic business partners, including subcontractors, involved in servicing the accounts you CURRENTLY manage. Please discuss the current business relationship between your company and those business partners. Please identify any third-party businesses, including subcontractors, that would be involved in servicing the XYZ Inc. account and state the nature of the service to be provided by these companies. Please discuss the current business relationship between your company and those business partners. Upon review of the XYZ Inc. locations as outlined in Appendix A, please identify any XYZ Inc. location that would be serviced by a third-party business partner or subcontractor. Please discuss the nature of the services to be provided by that business partner or subcontractor.
Customer References
Provide names of at least 3 (three) customers who are of comparable size and are involved in business lines that are similar to XYZ Inc. It is recommended that these customers cover most of the geographic areas described in 4.3.1. Each reference should include: Company name Address Point of contact (name and direct phone number of the person who is willing to talk to XYZ Inc.) Account Retention
80
Please provide the names of former customers who have not renewed contracts with you during the past two years. Please provide the reason you did not retain the account(s). If applicable, please provide a name and phone number of a person we may contact.
81
For orders that you receive from XYZ Inc. that are not typically filled by existing vendors (i.e. positions that may have special skill sets or professional certification requirements), describe your ability to fill these orders and any additional processes or costs associated with these special order requests. Detail your policy on payrolling services (XYZ Inc. refers a particular person to fill a supplemental staffing position who is not currently employed by your company or one of our existing vendors). Provide your companys policy and processes for providing on-site administration, including both full-time and part-time on-site presence. Provide information on office space requirements, headcount ratios, network and telecommunications specifications. Indicate the costs, if any, associated with implementing and maintaining on-site administration that would be charged to XYZ Inc.s corporate office or business units in Section 6.2.2. Describe how your company would deal with pre-existing master vendor agreements for current XYZ Inc. locations.
Time Keeping
Does your system offer a Web-based time entry system? If so how does it work? What sort of PC and/or Internet access is required in order to use the system? Please include any additional costs for this system as part of your pricing proposal in Section 6. What alternate time entry methods are available for those contract labor workers who do not have access to either a PC or the Internet? Please include any additional costs for this system as part of your pricing proposal in Section 6.2.2. Does your time keeping system provide an interface to accept time entry data that is downloaded from another system? If so, what data format is required? How are manager approvals of entered time handled? Are multiple approval levels allowed and how is access to the approval system controlled? How is the list of available charge numbers managed and controlled? Can approved charge numbers be specified for each contract worker? Can your time entry module be used to do time entry/accounting for XYZ Inc. employees as well as for supplemental staffing employees? If so please explain any changes in the system or process that would be required. If an additional cost or fee is involved, please make sure those costs are included as an optional cost in Section 6 of your response to this RFP. What limitations, if any, are there on the length or types of characters used for the charge number? Does the system support multiple levels within a project charge number; for example, charging time at the project, task, or activity level? How is the list of cost allocation transactions managed and controlled?
82
Reporting
When responding to this section, please note if there are any differences between reporting for the overall XYZ Inc. Corporation and reporting for the current business units. Also indicate if different reporting systems or operating systems will be used for any foreign locations of XYZ Inc.. List and describe the various types of management reports your company can provide. Provide samples of your standard management reports in an electronic form. Please indicate whether these reports can be manipulated or sorted by XYZ Inc.. Is the data available for download by XYZ Inc.? Please describe your software systems ad hoc reporting capabilities. Does your system support userdefined reporting at the corporate, business unit, and department levels of detail? Can labor rates be reported on by such factors as region, skill set, and position title? Are these reports available on-line or over the Web? Please describe your companys ability to provide custom or ad hoc reports to XYZ Inc.. These reports may include all locations from a XYZ Inc. Corporation perspective or by individual business units or by department within a business unit. Is ad-hoc reporting accomplished using the current data set or are reports run against a reporting database (for example, are reports run against an extract of your database that is updated nightly)? Please describe how often that data is updated. Performance Standards/Quality Assurance Provide the internal performance standards your company uses to measure performance for on-site supplemental staffing programs. Describe how your company drives compliance to these quality standards and XYZ Inc.s Service Level Agreements. How does your company measure and report the cost savings associated with your services? Please provide sample reports. This answer should be included as Attachment B and will not be considered as part of the 30-page limit for this RFP. Describe how your company determines and measures the performance of your vendors, including feedback that is given by the end customer. Describe what formal processes you have implemented to obtain customer feedback on supplemental staff performance by vendor, the frequency of the feedback, and the method of communication. Describe how your company determines and measures the performance of your on-site employees (account managers, site representatives, recruiters, and recruiting assistants).
System Requirements/Interfaces
Please describe how your software tools and system processes would interface with XYZ Inc.s existing Ariba Purchasing System Interface. What interface points currently exist and what integration efforts are needed? Please describe how your software tools and system process would interface with XYZ Inc.s existing ABC accounting system. What interface points currently exist and what integration efforts are needed? What data control processes are in place in order to control the ability for users to enter or adjust prior period data within the costing and time reporting systems? XYZ Inc. plans to incorporate the time entry feature into our existing Intranet application called XYZ Inc.. Does your software (time entry and vendor management) support single-user sign-on so that once users
83
sign onto XYZ Inc.s Intranet, they do not have to log in again to do time entry? Please explain the process. Single-point billing for XYZ Inc. Please explain your processes to provide consolidated billing (one invoice) to XYZ Inc. for all supplemental staffing services that are managed by your company. What systems and processes are in place for automated time entry, approval for hours worked, and vendor approval of the submitted hours prior to payment? What export files, reports, or integration points are available to review and approve the total billing dollars and hours prior to XYZ Inc.s payment of the invoice? Please provide an example of the reports used in this process. Cost allocation of billed costs Please explain your processes to provide cost allocation information to the XYZ Inc. general ledger system for the total amount of billed costs covered in Section 5.7.5 above. What export files, reports, or integration points are available to review and approve the total cost allocation dollars and hours prior to the data transfer to XYZ Inc.s accounting system? Please provide an example of the reports used in this process. Reconciliation - Please explain your process to reconcile the total amount of consolidated billing paid by XYZ Inc. in Section 5.7.5 above with the cost allocation information provided to the XYZ Inc. general ledger system for the total amount of billed costs as described in Section 5.7.6 above. How is this accomplished? What reports are used? Is your company or XYZ Inc. responsible for making sure that these reports are in balance? Please provide an example of the reports used in this process.
84
How is user support for your system provided? What is the primary point of contact for user support? What are the hours of operation? Are European and Asian locations supported differently? If so, how? How is system security accomplished? How does the software prevent your other customers and vendors from seeing XYZ Inc.s or each others proprietary data? Please provide a copy of your software providers data back-up and disaster recovery plans. Please provide us with the date and results of the last full-scale disaster recovery drill. What processes were followed and how long did it take to bring the system back on-line after a major system or facilities disaster? This answer should be included as Attachment E and will not be considered as part of the 30page limit for this RFP. In the event that the company or division that provides your software system either goes out of business or discontinues operations, what provisions or processes exist to ensure that XYZ Inc. can continue using the software to manage its contract employee workforce? What provisions are in place to escrow the source code? How will the system be made available to XYZ Inc. in the event of a discontinuation of business by your software partner/supplier? What company/companies are currently qualified to host, service and support your software tool? Please provide company name and contact information.
85
It is estimated that XYZ Inc. currently has approximately 2,000 supplemental staff workers in the United States across all of the skill sets discussed above. Annual spending for these 2,000 contract employees is between $90 and $100 million. Please provide a detailed pricing proposal for managing this approximate level of spending and resource mix. Please explain your methodology and process for billing XYZ Inc. for Vendor Management Services and how you collect the appropriate service fees as covered in this RFP. Explain any additional volume discounts or reduction in fees resulting from significant volume increases. Please detail any additional fees or upfront costs related to your services that would be charged if XYZ Inc. were to add additional businesses through acquisition or mergers. Invoice Content and/or Payment Method Please include an example of the content of a standard invoice and demonstrate how it can be modified or tailored to meet individual client needs. This answer should be included as Attachment H and will not be considered as part of the 30-page limit for this RFP.
86
24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34.
How was your company founded? Where is your company headquartered? List any professional affiliations? Is your company publicly or privately held? Describe your companys ownership. Please provide descriptions of any pending litigation. Include the date initiated, plaintiff, expected resolution, and amount of any financial reserves for such litigation. Provide an organizational chart of your company including any emergency phone numbers. How many sales people do you employ? How many are in Chicago? How many recruiters do you employ? How many are in Chicago? 123 Enterprises Inc. may require suppliers to perform background checks prior to a consultant starting on contract with us. Would there be a fee for this? If so, what is your fee structure? Please provide a description of any project work that you have provided to 123 Enterprises Inc. over the past 12 months, including: description, if completed on time and on budget, timeframe, 123 Enterprises Inc. cost, and 123 Enterprises Inc. contact.
88
Karen Wilson
Karen Wilson is an innovative business owner in the consultant supplier community. It was her insight into the VMS marketplace that lead her to the idea of establishing a VMS user group to work together to assist corporations in implementing successful VMS programs. Karen joined MAKE Corporation as president and partner in 2002. She has been active in the IT industry for over 23 years working in such varied positions as programmer analyst, technical management, and executive management for the IT Staffing industry. Before going to MAKE, Karen served as Vice President of Technology Consulting Corporation having full responsibility for the development and profitability of the Chicago Branch. Karen was elected to the chair position of the Open Door Foundation, which awards scholarships to IT students in the junior or senior college years to help them with their college expenses. Karen serves as the co-chair for the AITP VMS special interest group.
89