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Vendor Selection, Contracts, SLAs, Right to Audit

Management · 3 min read

Choosing a vendor

Choosing an IT vendor is like hiring a builder for a big job. Get it wrong and you live with the consequences for years. So you work out exactly what you need, get several quotes, compare them fairly, check references, and sign a proper contract before any work starts.

Requirements, RFI or RFP, evaluate, due diligence, negotiate and approve.
  1. Define requirements: business, technical, security, privacy, regulatory and support needs.
  2. Issue a request for information (RFI) or request for proposal (RFP).
  3. Evaluate responses against weighted criteria agreed in advance, with demos, site visits and references.
  4. Due diligence: financial stability, security posture, certifications, sub-contractors, legal history.
  5. Negotiate the contract, with legal review, and get approval at the right level.

The auditor checks the process was documented and objective, and that the chosen vendor actually met the criteria.

The contract

ClauseWhy it matters
Scope of servicesAvoids arguments about what’s included
Service levelsMeasurable targets, how they’re measured, reporting, penalties
Security and privacyControls the vendor must keep; breach notification times; where data is stored
ConfidentialityNDAs for vendor staff and sub-contractors
Ownership of data and IPThe customer owns its data; it’s returned or destroyed at the end
Right to auditThe customer, its auditors and regulators may audit, or the vendor must provide independent reports
Liability and indemnityWho pays when things go wrong; insurance
Sub-contractingNeeds approval; the same obligations pass down
Business continuityThe vendor’s disaster recovery and testing
Termination and exitRights to end the contract, transition help, data handover
EscrowAccess to source code if the vendor fails

Service level agreements

An SLA turns expectations into measurable promises. A usable SLA defines:

  • the services covered and the hours they’re provided
  • targets: availability, response and fix times, capacity
  • how performance is measured, and by whom
  • reporting and review meetings
  • what happens when targets are missed (service credits, escalation, termination)
  • what each side is responsible for

Inside the organisation, operational level agreements between IT teams and underpinning contracts with suppliers must support the SLA’s targets.

Software escrow

Vendor deposits code, it's verified regularly, a trigger event happens, code is released to the customer.

When an organisation depends on a vendor’s software, a source code escrow agreement places the code with an independent agent. If the vendor goes bust or stops supporting the product, the code is released to the customer so they can keep it running. It’s only useful if the deposit is complete, current, and checked to actually build.

Example. A hospital’s patient scheduling system comes from a small vendor with shaky finances. The auditor recommends escrow, with a yearly check that the deposited code can be compiled, because no replacement could be put in quickly.

How the exam asks about it

If the question asks…The answer is usually…
First step in vendor selectionDefine requirements
Clause that lets the auditor review vendor controlsRight to audit
Protection if a software vendor goes out of businessSource code escrow
The SLA has no measurement methodIt can’t be monitored or enforced
Who owns customer data held by a vendor?The customer; the contract should say so explicitly

In short

  • Vendor selection follows a process: requirements, RFI or RFP, evaluation against weighted criteria, due diligence, and approval.
  • Contracts should cover scope, service levels, security and privacy duties, confidentiality, data and IP ownership, liability, right to audit, sub-contracting and termination.
  • An SLA sets measurable service targets, how they're measured and reported, and what happens if they're missed.
  • A right-to-audit clause lets the customer, its auditors and regulators check the vendor's controls.
  • Source code escrow protects the customer if a software vendor fails or stops support.
  • Legal should review contracts before signing; changing them later is harder and costlier.

Exam traps

  • The first step in choosing a vendor is defining requirements, not inviting bids.
  • An SLA with no defined way to measure it can't be enforced.
  • Escrow only helps if the deposited code is complete, current and verified.
  • Ownership of data must be stated clearly, including its return and destruction on exit.
  • Penalties don't restore service; SLAs must be actively monitored.

Slides

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CISA · Domain 2 · Management

Vendor Selection, Contracts, SLAs, Right to Audit

Choosing a vendor properly, what a good IT contract contains, how service level agreements work, and why 'right to audit' and 'escrow' matter.

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