I consult, write, and speak on running better technology businesses (tech firms and IT captives) and the things that make it possible: good governance behaviors (activist investing in IT), what matters most (results, not effort), how we organize (restructure from the technologically abstract to the business concrete), how we execute and manage (replacing industrial with professional), how we plan (debunking the myth of control), and how we pay the bills (capital-intensive financing and budgeting in an agile world). I am increasingly interested in robustness over optimization.

I work for ThoughtWorks, the global leader in software delivery and consulting.

Wednesday, October 31, 2012

Patterns for Buying and Selling Software Services

How we contract for software services has a big impact on how successful a software team will be.

There are three common ways of buying development and related services: we can contract for bodies, experts or a solution.

Contracting for Bodies

The simplest way to contract for services is a body shop or staff-augmentation contract. We're developing software in Java, we need Java developers, so we ring up a staff-aug firm and we rent Java developers. Fortune 100 companies rent people by the tens of thousands on staff aug contracts. Staff aug represents a substantial amount of revenue to firms ranging from the largest IT consultancies to local boutique shops. Body shopping is a big business: the margins are thin, but the volumes more than make up for it.

A volume buyer will have Vendor Management Office that consolidates buying requests from across the company, validates the time for they'll be needed (either project based or BAU based), makes the request consistent with position specs they put out to tender (Senior Developer, Lead QA, that sort of thing), and sources a body from the cheapest provider. This gives the scale buyer the appearance of quality control over the bodies they rent. It also eliminates all negotiation: sellers are given a position to fill at a price point; negotiation is simply "take it or leave it" to the seller.

In staff-aug, the seller isn't underwriting delivery risk (that is, of a project), they're only underwriting competency risk of the person they staff. Competency is established relatively quickly, within the first month or so: the staffed body is found to be either acceptable or, at the minimum, not unacceptable. For the seller, although the margins aren't very good, body shop contracts are low touch, it's consistent cash flow, and the easy money is hard for many to resist. Best of all to the seller, delivery risk is completely underwritten by the buyer: the buyer is hiring people on a contract basis to execute the tasks they've determined need to be done. If the project tanks, the buyer has to orchestrate and cover the costs of the rescue, whereas the seller stands to gain through an extension or expansion, and faces no downside risk of a clawback. Terms are often unfavourable to the seller: net 60 isn't uncommon. But cash flows are temporal: once or twice a month, just like payroll. You can set your watch by it. Body shop contracts are like ATMs to sellers.

Contracting for Experts

Another way to contract for services are expert or consulting contracts. A team wants an expert to solve a particular problem, something quite difficult or esoteric: we need a build guy, so we contract for a build guy. The contract may or may not be results based: in general terms, the buyer knows the outcome they want (a reliable, consistent build), but doesn't know exactly what that should look like (a build triggered with every commit, a build pipeline to stage automated test execution) or how to achieve it (developers need to code to keep the build working, not change the build so their code compiles). Execution tends to be highly collaborative: the buyer wants the expert rubbing elbows with the people in the team so that his knowledge gets transferred.

Risk is shared between buyer and seller. If the buyer sees things improve or if the expert gives insight that the team were never going to come up with on their own, they believe they got value for money and they pay. If the buyer doesn't see things improve or if the expert tells them things that they already knew, they don't believe they got value for money and they don't pay. The seller runs the risk that their expertise is sufficient for the situation, that there won't be personality conflicts that undermine their effectiveness, and that the buyer is sophisticated enough to consume the seller's expertise. Thus the risk is shared, and it's up to both parties to get to an acceptable outcome.

Expert consulting is appealing to independent contractors or boutique firms that are essentially collections of branded independent contractors. It is also appealing to large sellers if they believe leasing out an expert will lead to a large body shop or solution contract later.

Buyers pay dearly for experts, which means sellers get fat margins off the work. But sellers charge a premium for a lot of reasons. It is mercenary work to large firms because it doesn't build the seller's business (renting experts generally doesn't scale) and comes at high risk that the expert will quit to join or contract directly with the buying firm. Not everybody is cut out for expert consulting: in addition to needing marketable expertise, a good consultant requires a high EQ and a high degree of situational awareness. Contracts tend to be short duration, but take a long time to define (specify deliverables) and negotiate (intense rate negotiation). They are also high-touch, since the price attracts scrutiny from a lot of people on the buy side. On small contracts (measured in days or weeks), contracts are fixed price and cash flows are end-of-contract. When they're low six figures (such as a large team for a short time), it's money down with the remainder at completion. They're temporal if the engagement lasts for a long time.

Contracting for Solutions

The third form of contract is a project or solution contract. We're implementing SAP, so we need both the core modules and customization done to those modules. We know accounting, but we don't know how to implement SAP, or migrate our data into it, or code in ABAP. So we contract with an implementation and development firm. The ideal firm knows our line of business: e.g., if we're a retailer, we want a solution firm that knows how to configure SAP for retail, knows some really neat shortcuts and tricks, and some obscure 3rd party vendors with some interesting tools targeted at retail. That vertical expertise isn't strictly necessary, but at the least the buyer expects the seller will come to grips with the business domain pretty quickly.

In solution contracts, the sell side underwrites the risk of delivery. Of course, that's true only as far as the contract is concerned: in the event of a project failure, even if the buyer can claw back money from the supplier, the buying business is denied the working software it wanted at the time it wanted it. And the seller will have some people involved in development - people who know legacy systems, and various SMEs. But within the context of the services contract itself, the buyer turns over responsibility for development entirely to the supply firm: project management, user experience, requirements analysis, development, testing and sometimes even deployment and post-implementation services. If the project craters, it is the seller who must orchestrate and cover the costs of the rescue. Whatever marginal amounts the seller can squeeze out of the buyer during the rescue won't be enough to cover the entirety of the downside. Thus the seller underwrites the risk.

To the sell side, the margins are generally good but depend on the seniority of who gets staffed. The temptation is there to juice margins by staffing the delivery team with less experienced people (skill leverage is no different from financial leverage this way). But by the same token, sellers can be talked into "buying the business" - agreeing to enter a solution contract at a lower amount - if they believe that an initial solution sale will lead to subsequent (and significant) revenue. Cash flows can be either lump sums that start with prepayment, or time & material. Very large T&M projects will have a hold-back on each invoice and a rate discount at specified spend thresholds. Sellers can be rewarded for early delivery.

The Right Contract for the Right Situation

Each of these types of contracts have their place. A buyer who is managing and staffing a project team can successfully rent people, especially if the buyer has the means of thoroughly screening and assessing candidates and the willingness to reject people who are not up to scratch. A buyer who recognizes an acute need can contract an expert for a diagnosis and a solution path. Expert engagements are successful when the buyer understands what they're buying, is willing to accept that their self-diagnosis may be wrong and that the expert may steer them into a completely different direction than expected, and has the intestinal fortitude to follow-through. Solution contracts work when the supplier firm has the expertise in end-to-end delivery, a full set of capabilities, and depth of experienced personnel to come to their own rescue if the project ends up in trouble.

Commercial relationships hit the skids when buyer or seller - or both - fail to recognize the appropriate commercial relationship and the nature and responsibility for the risk. A seller who only employs developers - no UX, BAs, PMs, QA, etc. - cannot responsibly enter into a solution contract because they are not contributing enough to the entire solution. A buyer who wants to cherry pick people from multiple suppliers to form a single project team cannot hold any one supplier firm responsible for delivery. A seller supplying experts or bodies cannot compensate for inadequacies of the buyer, whether that's subject matter expertise or technical knowledge.

Sellers have to have enough self awareness to know the types of contracts they can responsibly enter into. Solution firms struggle with bodyshop contracts because the firm's unique value (in what they know or how they work) is neutered in a "rent a body" commodity sale. Solution firms also have low tolerance for long-running expert engagements, as they tie up expertise needed in high-risk solution contracts. Body shop firms tend to have very narrow experts who struggle in consulting engagements. They also lack management expertise or any "greater than the sum of our parts" value to be able to provide a business solution.

Buyers need to understand what's appropriate for them to buy. A buyer with little experience managing software development can't rent bodies because they can't manage them effectively. A buyer with a large, complex captive IT organization that contracts with a solution firm will suffer endless headaches caused by turf battles and disputes over "how to do things" among the buyer's and seller's staff.

Commercial relationships work best when both buyer and seller clearly understand the extent of each party's obligations, the risks that each are assuming, and how they're each mitigating those risks. In the end, a seller may not make a sale, and a buyer has to look for another supplier, because what's good for one is not good for the other. But it's a far, far better thing, over short term and long, that buyer and seller do good business than bad business together.