"If Customer, at any time in its reasonable discretion, determines that any staff assigned by Supplier is unsuitable for the performance of the Services, Customer shall advise Supplier of such determination, and Supplier shall immediately remove such staff, and, at Customer’s request, promptly provide replacement staff reasonably acceptable to Customer."

"Supplier’s staff, assigned to perform the Services, have the experience and are qualified to perform the tasks involved with providing the Services in an efficient and timely manner.  The Services shall be performed in a competent and professional workmanlike manner and in accordance with the highest professional standards.  Supplier acknowledges that Customer is relying on Supplier's representation of its experience and expertise, as well as that of its staff, and that any substantial misrepresentation may result in damage to Customer."

Cost Savings / Avoidance.  Assist in the team goal of realizing $XXM in total savings by achieving a minimum savings of $XXM during the 12-month period of MMMM to MMMM (end-of-month), such savings properly supported by documentation and calculated consistent with the Cost Savings Definition Standard.

Risk Mitigation.  On a quarterly basis, ensure that 80% of contract documents are executed using customer contract templates.

Vendor Management.  On a quarterly basis, ensure that no greater than 1% of all contracts executed within the prior 12-months result in a formal contract dispute.

Out-of-Process Spend: On a quarterly basis, ensure that no greater than 5% of all contracts executed results from a Bid Exception Request.

RFx Turn-Around Time.  On a quarterly basis, ensure that 80% or more of all RFx projects completed and contracted within 60 calendar days of the customer's initial request date, with 95% or more of all RFx projects completed and contracted within 90 calendar days of the customer's initial request date.

Contract Turn-Around Time.  On a quarterly basis, ensure that 80% or more of all contracts negotiated and executed within 30 calendar days of the customer's initial request date, with 95% or more of all contracts negotiated and executed within 60 calendar days of the customer's initial request date.

Some folks get hung up on competitive bidding versus an RFx...  Are they the same or different?  There is a distinction (in my mind) between competitive bidding and an RFx. Competitive bidding is a "philosophy" and an RFx is one of many tools to fulfill that philosophy. With that said, there are a number of reasons to issue an RFx, the two important ones being as follows:

1. To create competition or an illusion of competition (as a means to create negotiation leverage).

2. To ensure that the internal customer has reasonably articulated what his / her needs or desires are.

Within the context of an RFx, the process could be simple and short (in my opinion, an e-mail with requirements could even serve as an RFx) or more formal and lengthy (such as having pre- and post-proposal conferences, etc.)

As a procurement pro, I have the responsibility to source the required product / service at the requisite level of quality / performance at the most reasonable cost while at the same time minimzing legal and business risk. That responsibility can be accomplished in any way that is ethical and within policy.  In my organization’s policy, I require an informal RFx for anything between $50K and $100K, and a formal RFx for anything $100K or greater. Of course, there have been exceptions to that policy, which require the completion of a Bid Exception Request Form and CFO approval.

In the cases of bid exceptions, I have used benchmarking organizations and have negotiated from that point. Keep in mind that Gartner et al are really good, but not infallible, in their benchmarking. Many a vendor indicated as a leader in Gartner's magic quadrants have *poof* "magically" disappeared.

In most, if not all of those cases where I have used some sort of benchmarking instead of competitive bidding, I have certainly had less negotiation leverage than if I had issued an RFx and I probably spent as much time, if not more, than an RFx would have taken trying to fulfill my professional responsibility.  Further, because I typically include my contract template as a part of an RFx, I didn't have the benefit of a contract redlined by the prospective vendors in advance of conducting more serious negotiations.  However, my customers don’t view it as taking more time (even though it usually does) because they’re “seeing” vendors much earlier in the process than under a competitive bid—it’s psychological.
 

Certainly, with using benchmarking organizations like Gartner, one could perhaps expedite the process of procurement while maintaining its integrity. For example, by requiring that prospective vendors submit quotes and a response to your contract template before proceeding to more serious negotiations.  But, in short, I don't recommend that using benchmarking organizations as a starting point for negotiations be a policy or a practice. Rare occasions, yes, but otherwise, not so much.

1.1.              Compliance With Laws; Customer Policies and Procedures.  Both parties agree to comply with all applicable federal, state, and local laws, executive orders and regulations issued, where applicable.  Supplier shall comply with Customer policies and procedures where the same are posted, conveyed, or otherwise made available to Supplier.  Without limiting Supplier’s other obligations of indemnification herein, Supplier shall defend, indemnify, and hold Customer Indemnitees harmless from and against any and all Claims, including reasonable expenses suffered by, accrued against, or charged to or recoverable from any Customer Indemnitee, on account of the failure of Supplier to perform its obligations imposed herein.

Escrow Agreement.   Licensor agrees to place in escrow with an escrow agent copies of the most current version of the source code for the applicable Product, including all updates, improvements, and enhancements thereof from time to time developed by Licensor necessary to internally support (i.e. maintain and / or repair) the Product for the benefit of Customer.  Licensor agrees that upon the occurrence of any event or circumstance which demonstrates with reasonable certainty the inability or unwillingness of Licensor to fulfill its obligations to Customer under this Agreement, Customer shall be able to obtain the source code of the then-current Product from the escrow agent.  The provisions of this Section shall survive the termination of this Agreement.

1.1.              Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia and the federal laws of the United States of America.  Supplier hereby consents and submits to the jurisdiction and forum of the state and federal courts in the Commonwealth of Virginia in all questions and controversies arising out of this Agreement.

17.2        Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia and the federal laws of the United States of America.  Licensor hereby consents and submits to the jurisdiction and forum of the state and federal courts in the State of Virginia in all questions and controversies arising out of this Agreement.  Notwithstanding the foregoing, the parties agree that the Uniform Computer Information Transactions Act as enacted in Virginia, Va. Code §§ 59.1-501.1 et seq. (“UCITA”) or in any other Commonwealth or State of the United States shall not apply to this Agreement or any performance hereunder and the parties expressly opt-out of the applicability of UCITA to this Agreement.