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What I Wish I Knew at the Time: Negotiating Agreements

In the summer of 2021, UPCEA surveyed Institutional Representatives (IRs) and Chief Online Learning Officers (COLOs) in order to understand the issues senior leaders were wrestling with at their institutions. One of the topics found in survey responses had to do with working with service providers and vendors. The Council for Chief Online Learning Officers (C-COLO) leadership harkened back to their earlier days, noted that negotiating contracts is particularly difficult for first-timers or those hoping to acquire services from a new provider. The C-COLO leadership team came together to weigh in on what we wish we knew previously regarding agreement negotiations (‘advice to our former selves’, if you will).

Jessica DuPont Jessica DuPont
Executive Director of Market Development and the Student Experience
Oregon State University Ecampus
  Before negotiating and developing full contracts, an investment of substantial time and effort, consider starting with a pilot or “try before you buy” approach. We have engaged in multiple short-term trials with vendors, e.g., 6-12 months, to see if a more lasting agreement is going to be a good fit. On occasion, this has also helped us narrow down the fit between two vendors or partners before committing long term. Pilots have also helped us more clearly identify KPIs for success moving forward while experiencing actual vendor service with the operational point of contact who is often different than the salesperson negotiating the contract. In negotiating final contracts, we have had more success stating shorter terms, e.g., two years vs. four to five. It’s also helpful to identify and agree to an exit clause just in case something goes south during the agreement period, or your vendor gets acquired and the service level substantially changes.


Adam Fein Adam Fein
Vice President for Digital Strategy and Innovation
University of North Texas
  Great advice from my colleagues here to start with a pilot and first speak with other customers, I think particularly from peer institutions. If you are at an institution that is part of a system or a particularly decentralized university, it’s likely that another campus, division, department may already have a contract with that vendor. Take the opportunity to leverage the potential benefits of combining contracts for scale — this can drive the price down and reduce unnecessary administrative duplication.  If you are negotiating with a company that will be involved in the delivery of an academic program, in addition to proper exit clauses, ensure there is a “teach out” provision so that both parties are contractually bound to finish out any students who are currently enrolled, no matter if that time is beyond the dissolution of the contract.


Ann Taylor
Assistant Dean for Distance Learning
Penn State University
  Talk to other “customers” before you proceed! We all have grown to rely on online reviews of products as a source of key information before we buy something, so why don’t we always take the same care to check with others who have adopted a product or service before we sign a contract or even send out an RFP? A well-placed call or email to someone at another institution who reportedly uses the product/service you are exploring can save a lot of time and headaches. My favorite question to ask even those who have had good experiences is “if you were to do it all over again today, what might you do differently?”


Sasha Thackaberry
Associate Vice Chancellor, Learning Experience Design Innovation
National University System
  Negotiating contracts looks very different at private institutions than at public institutions.  Definitely ask other folks in the field what their experiences have been – at both similar and dissimilar institutions are.  Go “off-list” to get the skinny on how things are really going.  Remember when negotiating the financials, that you can put in Freedom of Information Requests at public institutions and sometimes that will include contractual terms or even pricing that can help in your negotiations.  Be very specific about any scope of work.  Ensure that you have performance metrics written in, and that there are consequences for the vendor if their performance metrics are not met.  And definitely you need an out clause.  A strong out clause.  As a corollary, any implementation of technology tools, courseware, virtual labs or similar will require significant effort in both pilot and implementation.  Do not skimp on the project planning at the front end.  Even if you can get out of a contract if a project goes down a dark and winding path, you still will have significant lost effort, and potentially negative student outcomes.  Final note of advice – look to what you’ve already purchased before you start getting new tools.  You may have more in  your ecosystem than you know.


Julie Uranis
VP of Online and Strategic Initiatives
  I can’t take credit for this one but I can, in the great improv tradition of ‘yes, and’ improve upon it. A few years ago at a COLO Roundtable event, Dr. Rich Novak from Rutgers University shared that everyone should negotiate the end of the agreement at the beginning. Think about what you will need provided to you at the end of the relationship to sustain that initiative or those operations. I’ll take it a step further and share my approach when negotiating terms on behalf of an institution – articulate what would cause you to end the relationship either early or naturally at the end of contract term and what you expect in terms of data or anything else you might need to evaluate the success of your relationship. Negotiating these items in advance both conveys expectations and suggests you’ll be closely monitoring performance throughout the life of the agreement.



Interested in specific advice about Online Program Managers (OPMs)? Read “Online Program Managers Are Not the Enemy,” a recent piece in The Chronicle of Higher Education written by UPCEA member Dr. Kelly Otter, Dean of the Georgetown University School of Continuing Studies.

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