How to divorce your vendor

Sure, hooking up with a new service provider is all cigars and handshakes at first. Promises are made and stars glimmer in your eyes as you sign the contract. The future looks bright.

Then things start to go sour. The deadlines you carefully negotiated are being ignored. The fancy custom app you paid dearly to be developed suddenly doesn't work, and that around-the-clock support you were promised turns out to be largely imaginary. The thrill is gone and it's not coming back.

So you decide to make a clean break and start fresh with someone new.

But before you do, consider this cautionary tale of a small biotech firm that decided to dump its IT consultant. When the consultant got wind he was about to be canned, he installed a script that automatically blind-copied him on all e-mails to or from the company's top executives. He quickly discovered that the firm's lead scientist was having an affair. On the day he was to be fired, the consultant zapped 500 racy e-mails and, using another executive's account, forwarded them to the scientist's wife.

"It was worse than a soap opera, and very tragic for the client," says Patty Laushman, president of Uptime Group, an IT shop asked to perform computer forensics to prove that the firm's IT consultant was behind the scheme. (Uptime ultimately took on the biotech firm's IT business.) "Had we known how unhappy they were with their current vendor, we would have coached them on how to make the switch safely."

Of course, not all jilted vendors turn into Glenn Close in Fatal Attraction. Most vendors who feel wronged will just sue. But with easy access to your most confidential information and core business systems, the risks from a bad breakup with IT outsourcers are especially high. The industry is rife with horror stories of companies that terminated relationships only to find they're locked out of their own networks or their ERP systems suddenly stopped working; some even discover that they don't actually own the code they use to run their business and have to go crawling back to the developer to get it.

Hell hath no fury like a vendor scorned.

Fortunately, you don't have to suffer through an ugly divorce -- provided you go about it the right way.

Two words: "Pre Nup"

Before you axe your current vendor, you must secure a replacement. But as one particularly unlucky biotech exec can tell you, you don't necessarily want the vendor to know too soon -- especially if the vendor has people working at your offices.

Laushman advises companies to avoid using internal e-mail or IM to discuss potential changes. She meets prospective customers in coffee shops or other off-site locales, and has her staff audit a potential client's systems at night and on weekends to avoid suspicion and make sure Uptime has all the info it needs for a smooth transition.

Although sneaking around on your vendor may be necessary (not to mention fun), it's more important to anticipate breakups from the start, and bake provisions into your service contract that protect you if things get ugly. In business arrangements, as in marriage, nothing beats a solid pre nup.

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