Contract Review, Service Improvement & Exit/Transition

Contract Review – Resolving Complex Contractual Issues

All NHS hospitals, health centres and GP surgeries in Worcestershire received IT support from an independent provider as part of a five-year, £18 million agreement to manage IT improvements at more than 160 sites. Not long into the life of the contract the client started experiencing problems with service delivery and it became evident that some agreed services would not be delivered at all. WHAC engaged BPG to review the contract with a view to resolving the issues. Having conducted a thorough discovery exercise involving detailed contract scrutiny and identifying all of the complex contractual issues, we designed and delivered a negotiation strategy to address the issues with the supplier and developed service improvement plans to ensure the supplier fully delivered on their responsibilities – both those expressly stipulated in the contract and those ‘Expert Responsibilities’ that while not explicitly articulated in the contract could be implied and supported by case law. 

Our service improvement planning approach involved: 

  • Clarifying outcomes to be achieved, facilitating discussions between client and supplier.  
  • Genuine collaborative working to assure service improvement plans were fit for purpose. 
  • Ensuring collaboration during the ‘fix’ period didn’t undermine contractual protections.  
  • Early negotiations with supplier & client legal teams to agree improvement planning.  
  • Clarifying roles and responsibilities (maintaining supplier’s ‘Expert Responsibilities’) 
  • Fall-back planning in case the supplier couldn’t (or wouldn’t) deliver what was agreed. 
  • Performance management governance to assure the project achieved agreed outcomes. 
  • Remediation Project Planning involving input from client and supplier to ensure buy-in. 

Our approach succeeded in remediating service issues to the satisfaction of the client. 

Future Delivery Model & Financial Assessment

When WHAC were considering their options beyond their current IT outsourcing contract, we were engaged to help define the Future State IT Strategy. We undertook a review to capture/support the articulation of IT service objectives and conducted ‘What Good Looks Like’ activities to ensure there was a clearly articulated and agreed vision of what outcomes the future IT Services Delivery Model would achieve. We reviewed service and cost baselines, produced key principles for Joint Working Agreements and facilitated processes to identify areas of common/overlapping services options. We developed outline options for service delivery models including: in-sourcing; mixed model in-house and contracted services; new outsourcing providers or extend current contract. Our options appraisal assessed both the market’s and the client’s internal abilities to deliver the required outcomes; the development of cost models and affordability assessment; risks and benefits profiles and a commercial case to support the business case. Our approach provided the client with a clear way forward for the preferred option. We engaged with stakeholders throughout the process to maintain their buy-in. 

Exit & Transition Commercial Contractual Support

Although WHAC’s preferred option was to return IT services to in-house delivery, they left the decision too late and therefore needed to negotiate a contract extension. We were instructed to provide commercial contractual support to achieve better value for the extension than the current contract provided. During our earlier contract review, we had discovered that exit and transition costs processes and responsibilities were lacking clarity so this was a key area we negotiated. We advised on and directly input into the Terms & Conditions of the contract extension, working collaboratively with commercial lawyers (both the client’s and supplier’s) and commissioning stakeholders to achieve mutually beneficial outcomes. We secured favourable terms for the exit and transition ensuring full cooperation from the incumbent and commitment to an agreed exit date and minimising costs to the client. We then supported the subsequent exit/transition process.