10 Tips for Successfully Negotiating Your AMS Contract

A business person's hands holding a pen and contract toward a set of crossed hands across from them.

If you’ve ever tried to put a toddler to bed (when the toddler doesn’t want to go to bed), you’ve come face to face with one of the best negotiators in the world.

Two-year olds are relentless. They test boundaries. They know what their caregivers want (a smooth bedtime) and are willing to leverage it to get what they want (to stay up). And they negotiate with emotional intelligence — tone and volume, body language, tears and affection. They use it all.

Fortunately, in the business world, few negotiators are willing to cry and scream like a child to get what they want, and an AMS contract negotiation isn’t a zero-sum game. For your side to win, the other side doesn’t have to lose. Both sides of the negotiation should be able to arrive at positions that are workable.

But negotiation can still be daunting. Understanding why you may be dismayed at the idea of negotiating and how to overcome your reticence can help make the process easier.

Why Negotiating Can Feel Intimidating and What To Do About It

First, recognize that as we mature, we tend to lose a toddler’s innate understanding of negotiating tactics, so the process is often outside our comfort zones.

Legal language, technical terms and pricing models can feel like a foreign language. And technology jargon can make contracts even harder to understand.

Second, the stakes can be high with a small margin of error. An AMS contract typically locks you in for several years and has major cost and operational implications. There’s pressure to “get it right,” especially for small to mid-size associations where resources are limited, and the impact of a bad contract can be long-lasting.

There’s also a fear that pushing too hard might damage the relationship with the vendor before it even begins. Who wants to work with a “difficult” client or vendor.

What Can You Do to Feel Positive About Your Outcome?

Here are four general tips to alleviate the intimidation factor in negotiations.

Tip 1: Bring in a Trusted Advisor

Having a consultant or legal counsel with AMS contract experience levels the playing field and gives you and your team confidence.

[Related: How To Encourage Innovation at Your Association]

Tip 2: Understand It’s Not Personal

Vendors expect negotiation. It’s part of the process.

Pushing back doesn’t make you rude — it makes you a responsible steward of your association’s resources.

Tip 3: Focus on Clarity, Not combat

Negotiation is a way to align expectations, reduce risk and build a shared understanding between the association and the vendor. This reframing helps reduce tension.

Tip 4: Use a Checklist or Playbook.

Having a step-by-step checklist simplifies the process and ensures no key element is missed.

[Related: Preparing for a Technology Transition: A Change Management Playbook for Associations]

What to Include in an AMS Contract Negotiation

With the general tips in mind, you can begin to discuss the specifics of the contract. Some of the following items will only require a review to ensure they are included in the final contract. Some of the items will require discussion with the vendor.

Be mindful that every key promise made during demos, conversations or negotiations should make its way into the contract or an appendix. If it’s not in writing, it doesn’t exist.

Tip 5: Look Beyond the License Fee

Ask for line-item pricing to avoid hidden costs. Discuss all phases:

Discovery
Configuration and customization
Data migration
Training
Support
Hosting, if SaaS

By asking questions, you may reveal the need for more or less detail in any of these areas.

[Related: Why Your Organization Needs a Learning Management System]

Tip 6: Lock in Scope and Deliverables

Ensure the scope of work (SOW) is specific. Deliverables, timelines, responsibilities and acceptance criteria should be written in clear, non-technical language.

Watch for vague phrases like “as needed,” “to be determined” or “industry standard.”

Tip 7: Consider Milestone-Based Payments

Tie payments to successful delivery of milestones, not to a calendar schedule.

Include user acceptance testing (UAT) as a milestone before final payments, and have both sides agree to an approval process.

Tip 8: Negotiating Points on Where to Push and Where to Flex

Here are some items to consider:

Confirm whether pricing is based on named users, concurrent users, total records, revenue or members.
Negotiate caps or predictable growth tiers to avoid runaway costs.
Request caps on annual increases (e.g., 3% or tied to CPI).
Try to fix rates for a minimum term (e.g., 3 years) with defined renewal options.
Include “termination for convenience” with reasonable notice (e.g., 60 or 90 days).
Define termination for cause clearly — failure to meet milestones, non-performance, etc.
Ensure you retain access to your data and receive a full data export upon termination.
If the AMS is hosted (SaaS), include service-level agreements for uptime (typically 99.9%), response times and support.
Define penalties for non-performance if possible, even if symbolic (think credits).

Tip 9: Data Ownership, Security and Compliance

Here are some areas to think about:

Ensure the contract states you own all association and member data and that it will be returned in a usable format upon request or termination.
Require the vendor to describe their security posture, including encryption, backups, breach notification, etc.
Ask for documentation such as SOC 2 compliance and other certifications.

Tip 10: Determine Ongoing Relationship and Support

Agree on the level of support you want and need, post-launch:

Define what’s included in support vs. what’s considered billable and the billable rate. Nail down response time commitments for critical issues.
Include a defined process for change requests, ideally with rate sheets and prior approval processes to avoid surprise bills.
Ask that the implementation team be named in the SOW and name the person who will approve changes.

AMS Contract Red Flags to Watch For

Your negotiation should be positive for both sides, but be wary if you spot these red flags:

If the AMS uses proprietary formats that make it hard to migrate away, insist on open data access and formats.
If the vendor agrees to everything without documenting it in the contract, don’t assume those promises are binding.
If unlimited support clauses sound too good to be true, they probably are. Unlimited often means poorly defined.

Bonus Best Practices AMS Contract Negotiation

As we conclude our tips for a positive negotiation, here are two bonus best practices to help make the negotiation successful:

Run a “red team” review. Have someone uninvolved in the negotiation, but knowledgeable, try to poke holes in the deal. It’s amazing what a fresh set of eyes will catch.
Consider an exit plan. Even before signing, ask: “If we leave in 3 years, how painful is it to exit? Future-proof your association.

Dennison & Associates Can Help You Negotiate a Successful AMS Contract

If you’re considering a large tech project and want some assistance evaluating it, we can help.

We’d love to discuss your situation and lend a hand with advice or an assessment. We work with most AMS vendors, so feel free to contact us to request a conversation or consultation.

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