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Negotiating Enterprise Resource Planning Software Contracts: Driving Successful Implementation, Avoiding Disasters

Key Considerations for In-House Counsel When Planning and Preparing for ERP Installations

Recording of a 90-minute CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, November 28, 2023

Recorded event now available

or call 1-800-926-7926

This CLE course will guide in-house and corporate counsel in evaluating, negotiating, and structuring enterprise resource planning (ERP) software installation and service agreements. The panel will review current issues and trends in ERP installations and agreements, legal issues that arise with these arrangements, and strategies to avoid common pitfalls.


ERP software is the integrated management of core business processes--the virtual artificial intelligence that organizations use to collect, store, manage, and interpret data from a multitude of business activities. At a certain point in time, organizations will be confronted with a need to replace or upgrade their ERP systems or switch to the cloud and will be required to engage in commercial and contractual discussions with (large) ERP software vendors.

Due to the complexity and lifespan of most ERP systems, it is not uncommon for initial installations or upgrades to fail. In fact, there have been several notable cases where companies that engaged in an ERP installation or upgrade have lost millions of dollars in lost sales and significant stock price drops.

ERP implementation and software licensing contracts are complex, and the vendors inevitably use standard terms and conditions that apply uniformly to all customers. Thus, negotiating deviations from these standard terms and conditions is not always easy. However, given the importance of ERP software to a company's day-to-day operations and the high value of such contracts, deviations are sometimes required for customers that require terms that are appropriate for their business.

Listen as our authoritative panel reviews best practices for negotiating and structuring ERP software agreements. The panel will discuss key considerations for general counsel to keep in mind as they review these contracts to avoid common pitfalls and costly mistakes.



  1. Overview of ERP implementation projects
  2. What makes an ERP project different from other software implementation projects?
  3. Reasons that ERP projects often fail
  4. Notable cases where an ERP installation failed and lessons learned
  5. Contract principles to promote the success of an ERP implementation
  6. Avoiding common contractual pitfalls
  7. Protecting management in case the contract needs to be enforced down the line
  8. Other considerations and key takeaways


The panel will review these and other key issues:

  • What makes ERP projects different from other software implementation projects?
  • Why do ERP implementation projects often fail?
  • What are the deal structure alternatives?
  • How can the contract process promote success?


Dodson, Timothy
Timothy R. Dodson

Of Counsel
Morris, Manning, & Martin

For more than 25 years, Mr. Dodson has structured and negotiated arrangements for the provision (or procurement) and...  |  Read More

Harris, Marcus
Marcus S. Harris

Taft Stettinius & Hollister

Mr. Harris has significant experience drafting and negotiating Enterprise Software related license, implementation and...  |  Read More

Muchmore, Joel
Joel Muchmore

Beeman & Muchmore

Mr. Muchmore’s software licensing microspecialty is informed by years of on-the-ground experience bucking...  |  Read More

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