Contracts

Enterprise Agreement checklist for contracts

In contract scope

Check whether EA product IDs (PIDs) are in the awarded categories
(i.e., routing, switching, security, wireless, UC, etc.)
Selling PIDs outside of contract scope constitutes noncompliance

Published and commercially available

Check whether EA PIDs are published for all customers and verifiable
(MSRP list)
No hidden EA PIDs in CCW, as they are ineligible for purchase

Minimum guaranteed contract pricing

EA pricing must adhere to contract pricing commitments
Price increases are limited or capped (varies per contract)

Ordering through government contracts

Enterprise Agreements are a way to scope recurring software offers within the contract. An Enterprise Agreement letter of agreement can be added as an annexure to an existing contract.

Options for scoping EA within contracts

Cisco Enterprise Agreement legal framework

Definitions

“SaaS Terms” = UCA + Offer Description

“License Terms” = EULA

“End User Terms” = License Terms + SaaS Terms + Service Descriptions

The EULA pulls in reference to the possibility of SEULA’s

Order of precedence:

Higher document prevails in the event of conflict excluding the EUIF.
EUIF is not of real legal significance other than as a representation
from the customer of what their install base is.

Tips:

Refer to EA Program Terms and EA Legal Playbook for additional details on agreement terms, EUIF, EULA, and UCA.

FAQs

Question

Response

My customer has an
existing master contract with
Cisco covering all of the Cisco
Global Price List. What is the
best option to add EA SKUs?

EA SKUs can be added as a price letter addendum with minimum guaranteed pricing to either the direct frame contract or partner-led frame contracts. There are two best practice options to create a custom price letter:

Part number + List price option, for example, “EA-SW-1234-1Y for 5000 to 9999 users, list price $5 per user” for the SKU EA-SW-1234-1Y with 5000 to 9999 devices. In this case (where the same part number has two different list prices), the partner who holds the contract might change the part number slightly, like EA-SW-1234-1Y-BAND1 and EA-SW-1234-1Y-BAND2 for the two different prices.
SOW + Net price option, for example, If the EA offering is scoped (has a unique SOW) and doesn’t have a list price, some government contracts will allow our partners to create a custom part number and an offer price against it. For example, a partner might say “SOW0-EA-CISCO-02DEC2019 – my offer price is $4,000,000” or “For the custom SOW EA from Cisco dated 02DEC2019, my offer price is $4,000,000.”

The above-mentioned approach is highly manual and can be done only on an EXCEPTION, CASE-BY-CASE BASIS. You must seek and receive EA Legal and Contract Ops team approval.

How does Cisco establish a
fair market price in the case
of a custom EA pricing add-on
to the master contract?

Typically, the fair market price can be established in two ways:

Competitive bidding: Government procurement regulations allow for competition to drive to a price based on the L1 bidding criteria. We prove commerciality by establishing (1) that the elements of the EA are all things otherwise offered to the public; and (2) that there is no custom software or services not offered to others.
TCO pricing comparison: In some cases, we need to demonstrate how the price of an EA compares to the cost of the individual licenses/services purchased separately. We can lead with TCO pricing comparison, such as EA vs. a la carte pricing. For example, “This EA should cost you approximately $4,000,000 net once partners set their pricing; the same licenses bought individually under existing contract X (at the contract X pricing of 35% off) would cost you $6,000,000.”

FAQs

Question	Response
What are the qualification criteria and exception process to define a custom EA price letter?	These processes are currently very theater specific. Please contact your software specialist for further details.
My customer contract allows only yearly price review, but we update our list price quite frequently. Also, the contract requires that the price list updates must be audited before posting. How should this be handled?	The minimum guaranteed price should be maintained until the next contract price update cycle. Please note that this can be enabled only for custom EA price letters.
My customer has an existing master contract with Cisco. Do they still need to sign the End User Information Form (EUIF)?	The EUIF and the EA Program Terms are two separate documents that need to be shared with the customer early in the process. The EUIF defines the scope of the agreement and documents the Pricing Meter count(s). The EA Program Terms represent the rules of the program (True Forward calculations, entitlements, suite descriptions, etc.) The EUIF must be signed by the customer, even if they have a Master Agreement with Cisco. Please consult your legal representative if your customer wants the EA terms and conditions to be part of the Master Contract.
In the case of partner-led frame contracts, where the holding partner loses the contract, customers normally ask for a takeover request due to regulation. Is it possible to open the contract to a new partner?	The EA or the subscription is sold via a partner and cannot be transferred to another partner without following Cisco’s partner transfer policy. Essentially, the policy states that the customer must request the transfer and the outgoing partner must agree to it. Only if both of those conditions are met will Cisco transfer a live subscription or EA to another partner. Plus the incoming partner will not qualify for incentives such as the Value Incentive Program (VIP), nor will we pull back any incentives such as VIP received by the original partner.

FAQs

Question	Response
My customer doesn’t accept additional terms embedded as links in the agreement. What additional terms are provided as a part of those hyperlinks?	The UCA incorporates links to the Cloud Offer Terms and Cisco’s Privacy Statement. The Offer Description also contains a link to the Privacy Data Sheets providing supplemental information that may be helpful to your customer in understanding the offer. Because cloud solutions do not reside in your customer’s network but are solutions that change over time and allow customers to bring data into Cisco’s cloud, these links are necessary. You can print out the documents at the links if you need to as an example of the terms as of the effective date, but be aware that Cisco has the right to update the terms, and those updated terms, posted on Cisco.com, will take precedence. If your customer is asking you to change the documents and their order of precedence, you must seek and receive BU Legal approval.
My partner has concern about the nonappropriation clause for public sector clients with multiyear subscriptions. What is Cisco’s position?	Cisco’s standard policy for government and education customers can be found at the external site. Reach out to legal support if you need any further assistance.
My customer is asking for Most Favored Nation (MFN) pricing. Who should I contact?	Please contact BU Legal for assistance.
Is it possible to do a 7-year term for the EA?	This is not feasible, as it would require all products in the EA enrollment to support 7 years. Most software vendors offer a 5-year maximum, Microsoft’s is only 3 years.

FAQs

Question

Response

What terms are nonnegotiable?

Offer descriptions:
Why? The offer description describes the services and legal terms that describe how we deliver the cloud service. This cannot be negotiated or customized for any customer and is standard across all customers to ensure that we deliver the same cloud service under the same restrictions for the entire customer base. Customizing the offer description would break our cloud services model, and we would have no way of knowing about and complying with different obligations to customers in the way that we deliver the
cloud services.

Commercial buying models:
Why? The various buying models and associated commercial terms are part of the product offering and cannot be negotiated or customized for a customer, but there are many choices enabling a customer to select the buying model that fits its needs. Please be aware that some customers will seek to combine buying models or license entitlements that, if combined, could expose Cisco to possible revenue leakage. If you are asked to do this via a letter agreement or otherwise, you must secure approval from BU Legal, BU Finance, and Product Management for the applicable offer.