6. Oversight Management – This phase encompasses all ongoing activities required to manage the programme, and achieve the contracted results. Specifically, this includes liaison between the customers and the supplier; performance monitoring; contract administration, vendor/ partnership management; delivery integration and vendor transition. Inevitably stresses will develop in a contract and it is important for both sides to take an adult approach to contract interpretation. Remember that these are long-term relationships that need to flex with time. The competent professional advisor will have put in sophisticated devices in the contract to allow this to happen in a controlled and balanced manner. On-going change and re-negotiation and dispute resolution will be important – all of which are areas in which your lawyer should be able to help you. Being flexible in this context is not usually an admission of defeat; rather it is a sign of dedication to making things work and creating a "win:win" situation which delivers both sides' strategic objectives.
7. Build Completion – This phase covers all completion activities of the build phase including any development programme and then acceptance and the introduction of new services. Hopefully all will go well. However, your lawyer can assist in issues connected with late delivery or implementation; service levels and service credits; acceptance testing; retentions for incomplete delivery and the like.
8. Change – All complex-outsourcing contracts will be subject to change and alteration. These are either run as minor changes to the outsourcing contract or major changes, which might involve a re-tendering process. Your contract will – or should – have built into it a contract change procedure to deal with changes that are in the broad scope of the original procurement. The idea of change control is to provide visibility for both sides and to allow the relationship to proceed in a sense of mutual trust – perhaps the critical success factor in an outsourcing relationship. Do not however be tempted to push change control too far. Stretching these too far and into territories for which they were not designed is bound to lead to tensions and perhaps breakdown. This is particularly so in the public sector or in regulated industries where the law does not allow departure from the original advertised procurement.
9. Exit - Inevitably all outsourcing relationships come to an end – either by flux of time, mutual agreement or sometimes in acrimony. Occasionally, they end through take-over of either supplier or customer triggering change of control provisions and from time-to-time breakdown through insolvency or for other financial reasons. The properly developed contract will have dealt with these at the outset and there will be provisions allowing for orderly transfer; post-exit assistance; staff transfer and ownership of data and intellectual property, and possibly access to escrow. Often provisions are included to deal with re-tendering and poaching or rotation of key staff or other less salubrious practices. This is a sensitive time for everyone and your lawyer can smooth it for you.
Remember that IT and BPO outsourcing is a highly specialised area and, in consequence, it is a highly specialised area of legal practice and one with a strong international dimension. Some of the contractual and legal approaches and the customs that have developed in the trade seem counter-intuitive even to lawyers of great experience in other areas of commercial law. Without wishing to seem self-serving, I can offer no better counsel to outsourcing companies and to their customers than to get proper experienced legal advice; to be prepared to pay for it and to involve the lawyers early so that they can be a force for good and for a positive business solution rather than helping you pick up the pieces afterwards. You will find that this pays off time and time again!