# Question 72: The Vendor Renewal and the Real Walk-Away Number

## Your role

You advise Red Alder Health on renegotiating its data-platform contract with incumbent vendor Vireon. Build the leverage map, calculate the quantified alternative, set the reservation price, and design the first offer without inventing any counterparty economics.

## Governing law

Use the following rules for this assignment:

1. A party's BATNA is the best available course if no agreement is reached. Its reservation price is the highest all-in cost it should accept for an agreement that is otherwise equivalent to the BATNA.

2. Compare alternatives over the same time horizon and include unavoidable implementation, transition, dual-run, migration, and disruption costs.

3. Costs already committed under the expiring contract are sunk. Costs incurred only if switching occurs belong in the BATNA.

4. A first offer may anchor to an objective supplied figure such as current price or quantified BATNA. Do not invent the vendor's cost, margin, minimum, or probability of concession.

5. Nonprice terms with unpriced value should be identified and negotiated, but no dollar value may be assigned unless supplied.

6. Leverage becomes credible only when the party can execute its alternative within the available time. A switching plan that starts too late is not a usable BATNA.

7. A renewal should not be accepted solely because switching is disruptive if the incumbent's all-in price exceeds the quantified alternative without compensating supplied value.

8. The recommendation must distinguish the opening offer, target, reservation price, and action if the reservation price is exceeded.

## Facts

Red Alder currently pays Vireon $4,000,000 per year. The contract expires in 120 days. Vireon proposes a three-year renewal at $5,000,000 per year, or $15,000,000 total, with the same service levels and no additional termination assistance.

Red Alder has completed a competitive evaluation. Its best alternative is a three-year contract with Northline Data at $3,600,000 per year. Switching would also require:

* $1,200,000 implementation cost.
* $400,000 dual-run cost.
* $300,000 migration and termination-assistance cost.
* $250,000 expected operational-disruption cost, supplied by Red Alder's risk committee.

All switching costs are one-time and would be incurred within the three-year comparison period. Migration requires 90 days after contract signature. Northline's offer remains open for 30 days.

Red Alder supplies approximately 6 percent of Vireon's subscription revenue and is a named public case study. Vireon's sales team has asked to renew the case-study rights. No evidence of Vireon's margins, internal floor, quota, or replacement-customer probability is supplied.

Red Alder values the following nonprice terms but has not assigned dollars to them:

* A 12-month termination-assistance obligation.
* Stronger service credits.
* Annual security-audit rights.
* A ban on use of Red Alder data for cross-customer model training.
* A one-year term option after year two.

Management wants to offer $10,000,000 total because “Vireon must have at least 30 percent margin.” Procurement wants to threaten switching but delay Northline work until day 100.

## Assignment

Counsel Red Alder on:

* The three-year all-in BATNA cost.
* The equivalent annual BATNA cost.
* The cost difference between Vireon's proposal and the BATNA.
* The reservation price for an otherwise equivalent Vireon renewal.
* An objective first price offer and target using only supplied numbers.
* The nonprice package to include.
* Red Alder's actual leverage and Vireon's supplied leverage.
* Why the proposed $10,000,000 offer and day-100 migration threat are or are not credible.
* The negotiation sequence during the next 30 days and the action if Vireon remains above the reservation price.

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