A
Amerishoring, n. (1) performing services in the United States ; (2) moonlit stroll.
Approval, n., (1) what I thought I approved; (2) what you said I approved; (3) what you did and I acquiesced in.
Artist colony, n. (1) a community of free radicals; (2) an organization that lacks the ability to scale through standards, processes or technology; (3) a group of artisans. ( See also, “free radical”).
Automatic Stay, n. A durable, pliable restraint system to persuade resident canines not to leave the premises without permission; a leash.
B
Backup, v. ( i) to intentionally create a copy for the purpose of eventual re-use in case of loss, destruction or inaccessibility of the original; (ii) to reverse, intentionally or unintentionally, directions, as a car moving from forward to backward; (iii) to send, usually unintentionally, the original output back to its origin. Depending on the context, “backup” could be either a “best practice” for business continuity planning and disaster recovery, or a “worst practice” that never achieved proper completion, showing gross negligence.
Bankrupt service provider, n. (1) vulture acquisition target.
Bankrupt enterprise customer, n. (1) change agent, particularly for account executive.
Bankruptcy, n. A brawl of investors, creditors with varying levels of security, suppliers, customers, employees, regulators, tax authorities and the local community, all surrounding the “insolvent” or bankrupt, with customers and suppliers living in limbo. A magic wand for waving away future payments owed under cumbersome leases, license, employment obligations, pending adverse judgments and other troubles, in the magical hope of gaining value-enhancing “debtor-in-possession” financing and getting a fresh start.
“Barney” Deal Structure, n. (1) A deal based on the theme song from Barney the friendly dinosaur, “I love you, you love me”; (2) sole sourcing; (3) non-competitive sourcing, often based on prior relationship of the parties.
Bench, n. (1) a rigid, inflexible board to support the rumps of many; (2) a term used to indicate employees of a service provider who are not working on any available projects because they are undergoing training, are “between projects” or are in reserve to fill in gaps due to attrition; (3) potential power (as in “bench strength”), but not actual power; (4) candidate for termination as a redundancy, non-performer or a mismatch.
Binding, adj. (1) uncomfortably constricting on our side, (2) appropriately constricting the other side, (3) not subject to wiggle room or misinterpretation, (4) always subject to renegotiation at any time.
Boilerplate, n. (1) terms in a contract, a securities-law disclosure or privacy policy that can be easily transferred from year to year, or from company to company, with no change; (2) the terms and conditions of a fair, well-negotiated outsourcing agreement, except for terms on price, pricing credits, statement of work; (3) the terms and conditions of the customer’s first draft during the selection phase.
BOT, n. (1) build-operate-transfer model of infrastructure finance; (2) outsourcing and offshoring with a call uptown to a new captive.
Business Conduct, n. (1) whatever; (2) whatever the regulator or law permits; (3) the Good, the Bad and the Ugly.
Business Continuity Plan, n. (1) Strategy for keeping existing customers; (2) strategy for avoiding litigation.
Business Partner Selection Process.
- Decide, v.i. To succumb to the preponderance of one set of influences over another set. – Ambrose Bierce, The Devil’s Dictionary
- “There’s small choice in rotten apples.” – William Shakespeare
Business Process, n. (1) customer’s current procedure (“your mess for less”): (2) customer’s target procedure, requiring the service provider’s support (“transformational sourcing”); (3) what the service provider was told is customer’s current procedure but failed to check (“train wreck”); (4) a written procedure that is defined, mapped, repeatable, measurable and manageable for change (“BPM”).
Business Process Transformation, n. (1) “Erector Set” for Business; (2) Extreme Makeover, Corporate Edition; (3) instant transformation, as in prestidigitation and legerdemain, (4) a spell taught at Hogwarts School of Magic and Wizardry.
C
Calamity, n. A more than commonly plain and unmistakable reminder that the affairs of this life are not of our own ordering. Calamities are of two kinds: misfortune to ourselves, and good fortune to others. – Ambrose Bierce, The Devil’s Dictionary
Captive, n. (1) struggling entity, whose employees are striving to be set free and to find a career path in an independent sourcing provider; (2) global orphan.
Change Control, n. (1) a majority of voters on election day; (2) lobbyist’s draft legislation to block competitors from changing the rules of the marketplace; (3) Darwinian Evolution of Species, applied to business process transformation; (4) periodic brain dump.
Change in Control, n. (1) new ownership; (2) new management direction; (3) new corporate culture; (4) new organization after a period of attrition and restructuring; (5) new policies and procedures both internally for administration and service delivery personnel and externally for customers and suppliers; (6) new changes for customers in account management and service delivery procedures; (7) retraining program for business process redesign, either imposed by the acquirer, acquired from the target company or synthesized from both; (8) the end of a beautiful relationship; (9) the end of a beautiful relationship; (10) a camp jamboree with no happy campers.
Change Management Procudure, n. (1) new regulations to fill the gap where old regulations were not enforced; (2) bankruptcy proceedings.
Cloud Computing, n. (1) multinodal virtualization of servers across a network; (2) numbers crunched in heaven; (3) IT services provided by supernatural forces.
Competent Jurisdiction, n. (1) Whatever a duly appointed judge says he or she is competent to do, unless overruled by a higher judge.
Compliance, n. (1) Rigorous assessment, analysis, policy development, process design, implementation, certification, training, audit and iteration; (2) artful guesswork. Non-Compliance. n. (1) The other party’s breach, and not my problem; (2) everyone’s problem; (3) no problem until it’s too late.
Q: What do you call the corporate officer in charge of money laundering compliance? (The role will involve responsibilities for identifying legally mandated money laundering rules, setting policies and procedures and training in-house personnel and collaborating with suppliers and customers, for money laundering compliance.)
A: There’s no official rule, so it’s anyone’s guess. If the organization were Yahoo!, for example, it could be “Chief Anti-Ya-Hooligan.” For a more classic organization, the title could be “Chief Anti-Privacy Officer, “Chief Information Conscript,” “Money Laundromat Monitor,” “Chief PATRIOT,” “Chief Tool Officer” or “Chief Money Officer.” For an organization seeking more productivity from its existing Chief Privacy Officer, the CPO could add the honorific “Chief Schizophrenic.” For government officers, the person might have to be a CAML-O, who, like a camel, must go a long way between information drinks. (Chief Anti-Money Laundering Officer, for short.).
Confidentiality Agreements, n. (1) For some companies, drafting clear and effective non-disclosure agreements becomes not only a legal issue, but also takes on a quasi-religious quest for truth. One data center outsourcing company we know hired a former monk just to review confidentiality agreements. We supposed he knows how to keep his mouth shut.
Contingency Planner, n. (1) someone who might gladly give up a sure thing for an opportunity to test a theory.
Continuous improvement, n. (1) getting smarter as you get older, subject to a little road wear and an emerging spare tire; (2) CSE (“continuing sourcing education”); (3) contract clause for application of an exponential scale of effort for future adjustments of service level agreements, with a logarithmic scale of immeasurable benefits to the customer; (4) unenforceable wish for a long term contact.
“Continuous process improvement” clause, n. (1) Assurances of future improvements by the service provider that the enterprise customer could not otherwise afford to invest in; (2) a freebie; (3) topic in price negotiation. See “gain sharing” clause.
Contract, n. (1) an enforceable expression of the meeting of the minds; (2) a meeting of the wallets.
Contracts.
Q: When is the outsourcing contract rated “XXX”?
A: When the open items for final agreement are marked “XXX”. We’ve done it many times. It helps focus our intention on errors, omissions and whatever else “XXX” means to us.
Contract Clauses -“Driver’s Seat” clause, n. A contract section providing that, whatever happens, the customer has all the rights.
Contract Clauses – “Rear-ending” clause, n. A contract section that modifies a “Driver’s Seat” clause.
Contract Clauses – “Passenger Seat” clause, n. A contract section that requires one party to have no control but to suffer the consequences of the driver’s actions.
Contract Duration.
From Ambrose Bierce, The Devil’s Dictionary:
- Day, n. A period of twenty-four hours, mostly misspent. This period is divided into two parts, the day proper and the night, or the day improper – the former devoted to the sins of business, the latter consecrated to the other sort. These two kinds of social activity overlap
- Year, n. A period of three hundred sixty-five disappointments.
- Future, n. That period of time in which our affairs prosper, our friends are true and our happiness assured.
- Hurry, n. The dispatch of bunglers.
Contract Formation.
- “The vow that binds too strictly snaps itself.” – Tennyson
- Friendship, n. A ship big enough to carry two in fair weather, but only one in foul. – Ambrose Bierce, The Devil’s Dictionary
- Lawful, n. Compatible with the will of a judge having jurisdiction. – Ambrose Bierce, The Devil’s Dictionary
Contract Interpretation.
- Self-evident, adj. Evident to one’s self and to nobody else. – Ambrose Bierce, The Devil’s Dictionary
Contracts –”Jawbone” clause, n. (1) the right of the condemned to argue with the executioner before the guillotine falls; (2) in project management, the right of a dissatisfied party to argue until the other party is exhausted and concedes the point.
Core Competency.
From Ambrose Bierce, The Devil’s Dictionary:
- Ability, n. The natural equipment to accomplish some small part of the meaner ambitions distinguishing able men [or organizations] from the dead.
- Ignoramus, n. A person unacquainted with certain kinds of knowledge familiar to yourself, and having certain other kinds that you know nothing about.
Corporate governance, n. (1) rules of etiquette for first-year students at Hogwarts School; (2) a riding crop, (3) Title to a 1960’s Hollywood thriller, produced by Cecil B. DeMille, with a cast of thousands represented by executive gladiators, imperial legislators, regulators, auditors, lawyers and investors.
Cram-Down, n. A method of eating pizza that can cause a President to lose consciousness. A democratic method for enabling one set of economic interests with claws into a debtor to force another to either eat at the same table or eat crow.
Creditor, n. One of a tribe of savages dwelling beyond the Financial Straits and dreaded for their desolating incursions. – Ambrose Bierce, The Devil’s Dictionary
Crystal-ball clause, n. (1) contract clause allowing one of the parties to get the benefit of future changes in technology, law or conditions that not even a crystal-ball reader could foresee; (2) “future proofing.”
Cyber-law, n. (1) the law of the digital economy; (2) the digitization of the business of legal services; (3) Robo-cop operating at a remote service center.
D
Defense by the accused : “Plead guilty to identity theft? You want me to plead guilty? Yes, I’ll admit that I hacked into his bank account, took his social security number and stole his credit card. Sure I bought some goodies in his name but I ended up with a mortgage to pay off, deportation issues with the government, and $25,000 credit card bill to pay off because apparently I have a daughter who thinks she’s Paris Hilton. If anything, he should plead guilty for letting me steal his identity!”
Defined benefit plan, n. (1) The plan for the enterprise customer’s obtaining benefits from entering into an outsourcing relationship; (2) a business case; (3) a form of retirement funding that meets the minimum funding standards yielding benefits not exceeding the lesser of $90,000 or 100% of the plan participant’s average compensation for his or her high 3 years; (4) an actuarial football game.
Defined contribution plan, n. (1) The plan where each party to an outsourcing contributes defined services or other value to the outsourcing relationship; (2) a statement of work and pricing schedule combined into one overall plan; (3) a form of retirement funding that meets the minimum funding standards where contributions and other additions (by the employer, the employee or forfeitures) with respect to a plan participant do not exceed the lesser of $30,000 or 25% of the participant’s compensation for that year; (4) an actuarial shell game.
Defined exemption plan, n. (1) The plan where each party identifies what it does not want to do; (2) a matrix for allocating roles and responsibilities; (3) a plan to convert the business to a non-profit organization; (4) a method for change management that complies with ERISA.
Defined absolution plan, n. (1) force majeure clause, for exoneration from ongoing performance obligations; (2) clause for termination for cause, for exoneration from termination fees; (3) a religious experience.
Dispute Resolution.
From Ambrose Bierce, The Devil’s Dictionary:
- Compromise, n. Such an adjustment of conflicting interests as given each adversary the satisfaction of thinking he has got what he ought not to have, and is deprived of nothing except what was justly his due.
- Discussion, n. A method of confirming others in their errors.
- Justice, n. A commodity which in a more or less adulterated condition the State sells to the citizen as a reward for his allegiance, taxes and personal service.
- Litigant, n. A person about to give up his shirt for the hope of saving his skin.
- Litigation, n. A machine which you go into as a pig and come out as a sausage.
- Obstinate, n. Inaccessible to the truth as it is manifest in the splendor and stress of our advocacy. The popular type and exponent of obstinacy is the mule, a most intelligent animal.
Diversification, n. (1) (For a politician) Offering multiple positions on the same issue; (2) (for enterprise customers) lack of focus
“Double Dipping” Clause, n. (1) the design of a business or investment transaction that entitles a taxpayer to enjoy tax benefits in two jurisdictions for the same business or investment activity; (2) a promise to deliver an ice cream cone with two scoops; (3) a contractual guarantee of multiple business benefits from the same business or investment transaction.
Double Taxation, n. (1) the result of paying two taxes on the same activity; (2) the result of having a special taxing district and a general taxing district, but you get both special and general benefits from the money spent.
DRM, n. acronym, denoting (1) digital rights management, (2) data remotely managed, (3) dutiful relationship manager.
Due Diligence, n. A snark hunt; the truant officer’s expedition into hostile territory; quest for the “holey” grail.
E
Economic entity, n. (1) a unit of economic resources for which UK’s TUPE law protects the jobs of employees working for such unit; (2) a portable telephone; (3) a wireless laptop with VOIP and a wireless LAN; (3) a knapsack with pencil and writing paper in the proximity of a phone booth.
E-Government, n. (1) “exquisite and elegant government,” where citizens, contractors and government live in harmony; “The United States of Nirvana”; (2) “e-biquitous” government, with omniscient operating systems and harmonized databases universally accessible; (3) “electronic government,” that is, government of the IT people, for the IT people and by the IT people; (4) “exceptionally private” government, that is, where the citizen’s privacy is protected (except for national security, defense, health, drug-trafficking, money-laundering, tax cheating and the Freedom of Information Act and other exceptions not including leaks).
EHR, n. (1) everything hopelessly revealed; (2) acronym for “electronic health records.”
Electoral ballot propositions for Nov. 5, 2002 ( U.S. National Election Day). HALLOWEEN PROPOSITION 101: “Should the Constitution of this State be amended to require that State Government hire itself to the citizenry based on an outsourcing model of government, to wit, viz, each task of government shall be set forth in a statement of work, with commitments to predictable levels of service, for agreed charges, within certain bandwidths of service levels with proper management and charge management premises?”
Emotional Access Outsourcing (“EAO”), n. (1) managed emotional care under guidance of licensed psychiatric management; (2) hosted environment for dispensing of mind-managing pharmaceutical technology; (3) in a group environment, thought control relating to emotions; (4) right-brain management services.
Enforceable, adj. (1) within the ambit of public policy, as determined by a judge of competent jurisdiction, (2) a meeting of the minds (q.v.) lacking an investment to persuade the other side about an ambiguity; (3) eligible for renegotiation.
F
Flight Risk, n. (1) probability of escape by an accused, as a judge’s consideration in the setting of the amount of bail at arraignment; (2) risk of bodily injury or property damage from aircraft; (3) probability of a key employee’s departure from the outsourcing service provider before completion of transition or training of a replacement.
Food Service (Outsourced).
The New York Times, a well-known authority on outsourcing, ran an article in late September 2002 on ROI for letting someone else make your meals. Conclusion: it’s cheaper to eat your meals in a restaurant, or buy pre-cooked meals, than prepare meals at home. By outsourcing the project tasks of meal planning, shopping, storage and organization of food components, freezing and thawing, purchase, assembly and storage of cooking utensils, scheduling of operations, slicing, dicing, place-setting, serving and clean up, the newly contented consumer will be freed.
“Dine with us. You can concentrate your time and core family values on being with your loved ones and attending to their family needs,” clowned Roger McDonald, spokesman for an international chain of restaurants serving wholesome and nutritious family meals. “MRE (“meals ready to eat,” in Army slang) from a restaurant or store provide psychological and financial rewards as well, taking into account the time-value of your dinner,” he added.
The calculation of the cost savings probably resembles the algorithm of the typical IT or business process outsourcing vendor, including capital equipment amortization, ramp up and down, labor, technology and process. And with business-process mapping software linked to project management software, the restaurant or store-bought meal could be demonstrably cheaper.
But there’s no place like home, or a meal cooked by Mom.
Force Majeure (excuse for non-performance).
- Accident, n. An inevitable occurrence due to the inaction of immutable and natural laws. – Ambrose Bierce, The Devil’s Dictionary
Four Nines, n. (1) performance measurement for 99.99% uptime (or availability of an automated service); (2) life span of four cats, each having nine lives; (3) service level for cat availability (but not for cat response time); (4) redundancy requirement implicit in cat availability metric. See also “cat o’ nine tales.”
Free radical, n. (1) in a biochemical solution, a compound with an unbalanced valence, seeking to attach itself to another compound with an unbalanced opposite valence; (2) in politics, a type of student released on bail; (3) in outsourcing, a type of employee or internal organization resistant to business process transformation. ( See also, “artist colony”).
FTE, n. (1) in business process outsourcing, a “full-time equivalent,” used as a unit of resources equivalent to one person working on a “full-time” basis, such as a full-time employee or a full-time consultant (who might actually be treated as e employee); (2) a full-term equivalent, such as a person dedicated to the service contract for the rest of the outsourcing agreement; (3) a conscript employed by the service provider; (4) a series of part-time employees of the service provide up to providing “full-time” services; (5) a maneuver to circumvent wage and hour laws by using multiple individuals for job; (6) the beginning of a Statement of Work that identifies foreign holidays, vacations, family medical leave, jury duty. rights and other irrelevant unknowns in an offshore outsourcing.
G
” Gain sharing” clause, n. (1) Financial incentive to the service provider for promotion of better service; (2) financial disincentive to the enterprise customer expecting “continuous process improvement” by the service provider without additional investment by the customer; (3) accounting methodology for return on investment for investment in innovation; (4) stress test challenging creative negotiators in price negotiations. See “continuous process improvement” clause.
Geopolital risk, n. (1) the risk of non-performance due to foreign political risks; (2) the risk of buying locally; (3) lack of diversification; (4) advertisement for Bigfoot Managed Services.
Ghostbusting, n. (1) the process of cloning the leading domain-knowledge expert to delegate to his or her colleagues the process management and responsibility for implementing the transition phase in an outsourcing; (2) farcical use of funny Hollywood tools and costumes to fake the destruction of invisible monsters; (3) action plan prepared by transition team leader Don Quixote for the enterprise customer.
Gross negligence, n. (1) lack of slight care; (2) footloose and fancy free.
H
Heteroskedasticity, n. (1) volatility in elasticity of demand, a economist’s metric for degreee of volatility of demand; (2) when low, the key metric for a healthy sourcing relationship, to avoid either termination for lack of demand or adjustments in base price levels; (3) explanation for sudden drop in demand for BPO mortgage origination services or any other BPO service; (4) basis for a Nobel Prize in Economics (really!); (5) the result of all risk factors affecting demand for BPO services. Rhymes with “elasticity.”
Hybrid (sometimes misspelled or understood as “high bid”), n. Investment-banker’s language for a joint venture. It’s a “hybrid” till one venturer issues a “high bid” to buy out the other venturer. The term may be confusing when spoken in foreign English (“international English”), so listen carefully.
I
IBM Global Services, n.A established service business that supports related businesses of licensing, manufacturing, business consulting and technology design; generally, with limited exceptions, such global services are independent of any particular platform of technology. This company distinguished itself by having been the subject of an antitrust lawsuit that accused the company of tying services to goods. The shackles of that decree have been lifted.
Identity theft, n. (1) office sport; (2) shoulder surfing; (3) business intelligence technique including dumpster diving and phishing.
Indemnity, n. (1) contractual assumption of another’s liability; (2) pain-sharing.
In-Flight Project. n. (1) process for assembling the service provider’s team of contract negotiators, solutions development team and delivery team as part of contract development; (2) providers darkening the skies over enterprise customer’s facilities with swarms of technical specialists to resolve serious service deficiency or operational problem of unknown cause: (3) existing project that the service provider agrees to take over and continue within the Statement of Work.
Infrastructure.
Q: What is a “legacy” infrastructure?
A: A computer that can’t be taught to do what you want.Q: What’s a “legacy business process”?
A: One that you want to change but can’t, unless you “outsource” it. (Then comes the corporate transformation, with “legacy personnel” dealing with new business models.)Q: What are GAAP?
A: Gods of Absolute Accounting Purity (not Generally Accepted Accounting Principles).
Innovation in Outsourcing, n. (1) oxymoronic pursuit of process transformation beyond any rational expectation; (2) the promise of another statement of work for no charge; (3) upsell, cross-sell, soft sell; (4) mismatch of expectation and delivery; (5) unfounded hope; (6) genie in a bottle. See “Vaporsourcing.”
Inshoring, n. (1) barefoot clamdigging; (2) staying on one’s own island; (3) hiring a Native American Indian call center; (4) empowerment of home-based educated workers with predictable free time schedules; (5) the virtual Mommy track.
Insourcing, n. (1) Self-empowerment through metaphysical introspection about purpose and meaning in the universe; (2) organized navel gazing; (3) mass hiring of UK workers under UK law (TUPE 2006). (4 “what happens when foreign-headquartered multinationals operate subsidiaries in the United States.” (Wall St. Journal editorial, Dec. 1, 2004, p.1); (5) by extension, any foreign business, transaction or even investment in or with your homeland.
Intellectual Property.
- Plagiarism, n. A literary coincidence compounded of a discreditable priority [by the other person] and an honorable subsequence [by me]. – Ambrose Bierce, The Devil’s Dictionary
International Outsourcing:
Q: In international outsourcing, what is “plain English” ?
A: It’s English that anyone in the world can understand. Maybe we should call this “WWW Browser-Compatible English.” (How plain and simple it gets is measured by how your lawyer reads it.)Q: What law do you choose when the deal involves three countries: an American customer, the U.S. subsidiary of a foreign-owned service provider, and a foreign subcontractor in a third country?
A: Any law that anyone understands. If you can’t understand it, maybe you don’t want any law to govern, and just decide on how and where to deal with disputes.Q: What’s the difference between a domestic outsourcing and an international outsourcing?
A: Maybe none. The challenge is to get the benefits of the differences and take advantage of the similarities.
Internet and eCommerce Outsourcing.
From Ambrose Bierce, The Devil’s Dictionary:
- Commerce, n. A kind of transaction in which A plunders from B the goods of C, and for compensation B picks the pocket of D of money belonging to E.
- Harbor, n. A place where ships taking shelter from storms are exposed to the fury of the customs.
- Merchant, n. One engaged in commercial pursuit. A commercial pursuit is one in which the thing pursued is a dollar.
- Money, n. A blessing that is of no advantage to us excepting when we part with it. An evidence of culture and a passport to polite society. Supportable property.
- Telephone, n. An invention of the devil which abrogates some of the advantages of making a disagreeable person keep his distance.
Investment in Enterprise.
- Wall Street, n. A symbol of sin for every devil to rebuke. That Wall Street is a den of thieves is a belief that serves every unsuccessful thief in place of a hope in Heaven. – Ambrose Bierce, The Devil’s Dictionary.
J
Joint Venture, n. (1) A sharing of everything except the hormones; (2) a partnership with equity capital at risk, not merely claims for damages in case of a breach.
K
Knowledge Process Outsourcing (“KPO”), n. (1) the intersection of Mind Process Outsourcing and Emotional Access Outsourcing; (2) full-service human process outsourcing.
L
Laptop Dancing, n. (1) simultaneous management of multiple documents while away from the office using high speed Internet; (2) road warrior entertainment.
Legal Process Outsourcing, n. (1) everything legal but not done by a lawyer; (2) everything done by a lawyer but not legal in your jurisdiction; (3) everything non-legal but legal because it’s paralegal.
“Lift and Shift”, n. (1) migration of processes from customer’s service delivery environment to the service provider’s service delivery environment; (2) structure for a pure wage arbitrage, geographical diversification or customer’s exit from a business function; (3) cousin of “pump and dump;” (4) outsourcing with transformation.
LPO, n. (1) BPO service provider’s dream for factory automation of legal services; (2) law firm’s nightmare; unauthorized practice of the law; risk exposure; law firm’s practice obstruction; (3) litigation procedure opportunity; (4) unlimited legal process outsourcing; (5) long-distance petitions and oratory.
M
Management’s Discussion and Analysis (“MD&A”), n. (1) quarterly disclosure requirements under U.S. SEC rule S-K 303 to identify events or items that are reasonably likely to have a material effect on the company’s financial condition, (2) laconic, if not cryptic, analysis of global competition, global services, business process management, supply chain management, customer relationship management, software development and maintenance, outsourcing, offshoring and business risks; (3) “fright night” for the risk-management fraternity. See “boilerplate.”
Mass hiring, n. (1) a “relevant transfer” that results in worker protection under UK ’s TUPE law; (2) the moral equivalent of a mass layoff under UK law (TUPE 2006).
Mass layoff, n. (1) a termination of employment of a large mass of U.S. workers in an economic entity that requires a 60-day prior notice under the U.S. WARN Act, (2) the moral equivalent to a mass hiring.
Meeting of the minds, n. (1) Golf outing between Albert Einstein and Plato; (2) vendor selection process at a golf outing between CFO and service provider’s business development / sales team; (3) a commitment to performance even though your side is being oppressed or at risk, (4) unambiguous mutual understanding on performance. See also “enforceable.”
Microsoft Global Services, n. A service business, threatening to emerge, that will likely support related businesses of licensing, manufacturing, business consulting and technology design; generally, with limited exceptions, such global services may be expected to be dependent on the use of a particular platform of operating system technology. This company distinguished itself by having been the subject of an antitrust verdict that the found company had illegally tied an Internet browser to an operating system software. The shackles of the final judgment of remedy never included any restriction on “outsourcing” or other services by this company.
Mind Process Outsourcing (“MPO”), n. (1) managed processes for analytical functions, including scenario analysis, risk analysis, contingency planning and next-step prioritization for personal use; (2) in a group environment, thought control relating to external processes; (3) left-brain management services.
“Miss Piggy” Clause, n. (1) contractual provision drafted to give unilateral advantage to one party, such as “Party X can change the deal without paying extra”; (2) a contractual provision that might transgress the implied covenant of good faith in the implementation of contracts, defeating the basic rule pacta sunt servanda (contracts are for implementation), such as “in case of dispute, the parties will negotiate in good faith, but if that fails, Party X has the deciding vote”; (3) my kind of bargain; (4) litigation fodder.
MSA, n. (1) Master-Slave Agreement; (2) Masterfully Structured Agreement; (3) Miserably Structured Arrangement; (4) Mellifluously Speaking Attorney; (5) all of the above.
N
NDA, n. (1) not directly applicable; (2) nitwit doing assignment; (3) non-disclosure agreement; (4) all of the above.
Negotiations:
Q: How do you know if the parties are getting along in the negotiation?
A: By the number of personal insults they jokingly hurl at each other to “break the ice.” We’ve seen it become a matter of personal pride in how many “zingers” one can sling. (Caution: don’t do this to the other side till they have done it to themselves. Some of the best insults are from your own co-workers.)
O
Off-balance sheet arrangement, n. (1) financial commitments under FIN 46 / SOX 401(a) not listed on the balance sheet; (2) leasing, licensing, outsourcing; (3) horizontal integration. (4) off balance scales of justice
“On Demand” Services.
- “On Demand” Computing, n. Information technology services managed by McDonald’s Corporation; virtual technology.
- “On Demand” Food Services, n. Fast-food services managed by IBM; virtual food.
OPK, n. (1) Other people’s knowledge; (2) intellectual property, not invented here.
Outsourcing, n. (1) Offshore outsourcing. (See “Insourcing,” as defined by Wall St. Journal); (2) Outbound business, transactions or investment.
Outsourcing “Package” WARNING. “The Sturgeon General has determined that outsourcing may be dangerous to your smell. Use caution when consuming in mergers, business transformation and corporate restructuring. Consult your Consultant and Lawyer for proper use.”
Outsourcing Service Providers.
Q: Who was the first outsourcing service provider?
A: Noah. He delivered 100% uptime, 24/7/365 for the full duration of the millennial flood, without even claiming forece majeure. Indeed, he included disaster recovery in his core services offering. For occasional computing capacity, he may have used an abacus and other analog devices to count the pairs of animals.
Q: But Noah only built his ark for himself and his family, no? That’s not outsourcing!
A: Sure it is. Outsourcing is the transfer to an external service provider of the operational responsibility for managing an essential infrastructure, while the customer retains responsibility for overall operations for a limited duration of the deal. The case was perfect for outsourcing. The indigenous “in-house operations” on earth had really gotten out of hand. In effect, God hired Noah to manage the “totally animal” infrastructures of the day. God leveraged Noah’s ark service to destroy the competition (the fruits of the Devil). Noah’s compensation reportedly included gain-sharing and other performance-based remuneration. Noah got not only a base compensation, but also enjoyed gain sharing through ownership of the offspring of the “totally animal” infrastructures entrusted to his custody.
Q: But there was no renewal or cross-selling. That’s not outsourcing!
A: True, renewal and cross-selling evolved later. Nonetheless, Noah’s ark represents a veritable watershed as the first recorded deal in the “transitional outsourcing” model. Thus was born the initial model of “one-shot” outsourcing. The transition was such a success that no renewal was justified. The outsourcer performed exactly as the customer ordered and was free then to proceed to solicit the next customer, if one could be found in the same market.
Q: Which is the fastest way to success as an outsourcing services provider?
A: Know your customer. The more intimately, the better. If you can the customer to pay for the intimacy, it’s even better.
Q: What is the surest road to success as a consumer of outsourced services?
A: Know yourself. It’s OK to know the vendor too, but don’t let him know you better than you know yourself. By the way, how do you know what you don’t know?
P
Pandemic, n. (1) viral inspiration for Software as a Service, Cloud Computing, Work at Home Agents, telecommuting and virtualization of the global enterprise and its supply chain; (2) human resource roulette.
Partner, n. (1) an associate who bears the risks and shares in the rewards; (2) in outsourcing, an associate who bears the risks under the Master Services Agreement.
Press Release, n. (1) business developer’s dream; competition repellent; (2) HR manager’s nightmare; (2) PR’s humdrum; much ado about nothing; fanfare for the work-a-day deal; (3) word-smithing artist’s exquisite work product; full disclosure in the fewest words; (4) lawyer’s grist; materially incomplete disclosure; too little too late.
Price fixing, n. (1) process for negotiating an arm’s length fee schedule for outsourced services; (2) in some circumstances, a violation of the Sherman Act.
R
Reasonable, adj., (1) comporting with the judgment of an ordinary person, like me, (2) what I think of your dimwit idea.
Redundancy, n. (1) your basic clarification of our mutual commercial intent; (2) legal trainees acting as clerks. See “Boilerplate.”
Regulation of Service Providers.
Q: What’s the difference between a vain emperor who buys clothes from itinerant “tailors” and a regulated electricity trading exchange that buys IT from an outsourcer?
A: Not much. In one case, the emperor wore no clothes, and the service providers concealed their ruse. In the other case, the “emperor” set up his own ruse but could not see that the gaping holes in the regulations. In each case, the customer blamed the supplier for the customer’s poor judgment, the children saw the truth, and the politicians were greatly embarrassed for their own vanity.
Relationship governance, n. (1) baronial rules of management between Lord Service Recipient and supplicant (and servant) Service Provider, (2) cooperation principles deduced from the lessons of the Prisoner’s Dilemma; (3) perpetual settlement negotiations.
Relationship Management, n. (1) the preservation of a relationship consisting of two masters and two servants, comprising in all two consenting enterprises; (2) a methodology for equalizing an unequal relationship; (3) the mutual education of the service provider and the enterprise customer after tying the knot; (4) ballroom dancing lessons for fifth graders during the time allotted in a musical chairs contest.
Res Itsa Loquitur, n. Latin phrase meaning “The Information Technology Services Agreement ‘thing’ speaks for itself.” Liberally translated, it means that if the obligation is not clearly stated in the contract, it might as well be “Greek to me.” This hoary high-falutin’ phrase should not confused with the equally ancient Latin phrase, res ipsa loquitur, a general principle of evidentiary law. The latter phrase explains the evidentiary rule that creates a rebuttable presumption that the defendant was negligent. The negligence is proven by showing that the instrumentality causing injury was in the defendant’s exclusive control, and that the accident was one that ordinarily does not occur in the absence of negligence. Certain sophists believe there is no difference between ITSA and IPSA, since “the other guy” always had control of the computers, and “the other guy” always is the one who is negligent in the use of information technology.
Re-Sourcing, n. (1) transferring a scope of work of an economic entity from one service provider to another; (2) churn; (3) turmoil, (4) job opportunity for consultants and lawyers.
Responsibility Matrix, n. A cross-word puzzle evolving over time and designed by multiple opposing parties, with each seeking to define both the question and the answer. A business process designed by committee.
Restructuring, n. (1) conversion of private equity to public ownership or control; (2) substitution of one clueless master for another.
Rich, adj. Holding in trust (and subject to an accounting) the property of the indolent, the incompetent, the unthrifty, the envious and the luckless. – Ambrose Bierce, The Devil’s Dictionary
Risk Management.
- Insurance, n. An ingenious modern game of chance in which the player is persuaded to enjoy the comfortable conviction that he is beating the man who keeps the table. – Ambrose Bierce, The Devil’s Dictionary
“Rubbish Removal” Deal Structure, n. (1) “My mess for less”; (2) Getting a difficult job done by someone else for less than insourcing.
S
Sarbanes-Oxley: News item: Sarbanes-Oxley Morons Defeat Outsourcers’ Apprentices at Outsourcing Superbowl.
Palm Desert, California, January 26, 2003.
The National Regulatory League reports that the Washington, D.C. “Beltway” team, the famed Sarbanes-Oxley “Morons,” defeated the elite Outsourcers’ Apprentices, 48 regulations to 21, in a championship duel seen by 300 million viewers on internet television. The first annual Outsourcing Superbowl event was played under “unilateral governance” rules, with each side maneuvering to impose its methods of conducting outsourcing business. The rules provided for a series of rounds, including RFI, RFP, selection, negotiation, transition, benchmarking, renegotiation and/or in-house recapture. The championship was awarded to the team that successfully imposed most of its rules in each round.
No points were allowed for litigation or penalties from backing the opponent into liability, breach or regulatory non-compliance. “The Beltway team applied their usual [Sarbanes-Oxley] ‘oxymoronic’ strategies for preventing us from protecting our confidential business operations. They came at us fast and furious, with multiple rules and regulations on auditor independence, attorney whistle blowing, disclosure of material contingencies and who knows what. They just kept coming at us,” said Michael “Mickey” Mouse, coach of the Outsourcerers’ Apprentice team. “Our defenses of confidentiality agreements, one-on-one sales pitches and confidential ADR procedures just could not withstand such a withering attack.”
SAS 70 Audit, n. (1) Process audit to determine rules and process controls, usually only applicable to the service provider’s information technology without any analysis for integration with enterprise customer’s technology; (2) a form of Blarney control; (3) a form of Blarney.
Savoir faire faire, n. (1) The savoir faire of governance in strategic sourcing; (2) To know how to make a service provider do the agreed business processes.
SCM, n. acronym, usable in “scope of services” or advertisements and resumes, denoting (1) supply chain management; (2) service cost method of intercompany tax accounting; and/or (3) some cool method.
Service Level Agreement.
- Plan, v.t. To bother about the best method of accomplishing an accidental result. – Ambrose Bierce, The Devil’s Dictionary
Services Aggregator.
Press Release, May 22, 1852 [Riverboat Newswire].
“Sawyer & Finn, Inc. Announces New ‘Services Aggregator’ Model for Merchants Navigating Mississippi River.”Huckleberry Finn, President of fabled engineering, logistics and construction management firm Sawyer & Finn, Inc. [NY Curb Exchange symbol: SIN], announced the firm’s new services delivery model, “services aggregation,” to assist its riverboat clientele in provisioning ship stores, fuel, entertainment services and related sundries, liquor, cigarettes, cigars, snuff, gambling paraphernalia and other logistical operations.
The new service, called “QCCIT” (for “quis custodiet custodies ipsos”) or “QC” for short, is a customized agglomeration of services selected and provided by Sawyer & Finn, services selected by Sawyer & Finn but provided by third parties, and any other services selected by Sawyer & Finn customers who can’t be bothered with the details. “We found that our clients wanted to focus their attention on soliciting and attending to their prize high-stakes gambling clients. The nuts and bolts of running a paddlewheeler were just too troublesome for them. Through our QC services offering, our customers can reap unlimited shareholder value through seamless provisioning from multiple vendors under the trusted project management and contract management skills for which Sawyer & Finn is rightly famous,” said Finn.
“We realized that our clients were not being well served by having to deal with the usual array of varmints, scoundrels and hucksters that prey upon legitimate riverboat operators,” said Tom Sawyer, Executive Vice President and Manager of Provisioning Services. “To keep these suppliers honest, we offer a special service to manage them, as well as to insinuate (oops, “integrate”) our own delivery services from our own warehouses.”
Founded in 1851, Sawyer & Finn, Inc. is a leading engineering and construction management firm, with offices in Alton, Illinois, St. Louis, Missouri, Paducah, Kentucky, and New Orleans, Louisiana.
Shared Responsibility.
From Ambrose Bierce, The Devil’s Dictionary:
Accountability, n. The mother of caution.
- Accuse, v. To affirm another’s guilt or unworthy; most commonly as a justification of ourselves for having wronged him.
- Alliance, n. In international politics, the union of two thieves who have their hands so deeply inserted into each other’s pocket that they cannot separately plunder a third.
- Boundary, n. In political geography, an imaginary line between two nations [outsourcing parties?], separating the imaginary rights of one from the imaginary rights of the other.
- Responsibility, n. A detachable burden easily shifted to the shoulders of God, Fate, Fortune, Luck or one’s neighbor [or outsourcing services provider?]. In the days of astrology, it was customary to unload it upon a star.
SLA, n. Solution level agreement. For newly designed services, dispute resolution mechanisms are essential toward to avoid confusing agreed levels of “solutions” with “solutionation.”
Social Mandate, n. (1) Doing unto others what the law would do to you; (2) managing an enterprise to find and equitably balance competing demands benefiting multiple constituencies; (3) not doing anything you would like to avoid reading about in the newspaper.
Social Networking, n. (1) electronic platform for displays of appropriate body language, virtual smiles, rubbing shoulders and interactive listening; (2) asocial interaction; (3) bi-directional spam engine.
Solutions.
- Solutionism, n. Philosophy and methodology of business process reengineering and systems integration as the immutable crucible for all rational business improvement.
- Solutionation, n. (verb: to “solutionate”) Hallucination about providing a solution that includes services, intellectual property, equipment, financial services, accounting agility and a slice of real estate on a global basis; pre-vaporware.
Staffing of Outsourcing Services. Outsourcing is a complex and serious matter impacting many people amidst multiple constituencies. As with other human endeavors, it is healthy to see the humorous side. Let’s see what the seers say about various aspects of outsourcing.
Q: How many outsourcing vendor programmers does it take to screw in a light bulb?
A: Zero. It’s an engineering problem.
Q: How many enterprise retained employees does it take to screw in a light bulb?
A: Zero. It’s the outsourcing vendor’s job.
Stimulus, n (1) push; (2) shove; (3) nationalization..
T
“Tax Apportionment” Clause, n. (1) a formula honored by two taxing jurisdictions for apportioning the tax jurisdiction over the activity being taxed, so that the activity is taxed only to the extent of 100% and not more, (2) in New York, a 100% apportionment of employment taxation to New York based on whether the employee resides outside New York for the employee’s convenience, and not simply because the employee resides outside New York.
“Tax Savings” (or “tax mitigation”) Clause, n. Sometimes also referred to as a “tax sparing” clause. (1) a provision in a law or bilateral income tax convention between nations in which a sovereign nation grants the taxpayer the right to avoid paying double tax on the same income; (2) a contractual provision in an outsourcing, joint venture or strategic alliance contract for mutual efforts to minimize each other ‘s taxes and aggregate taxes (if they can agree on how); (3) a condition or contractual provision allowing a party to negate a transaction if it would generate unfavorable tax results; (4) a governmental incentive favoring savings in lieu of spending, such as for pensions.
TBD, adj. (1) to be determined, probably by negotiation or reference to an agreed standard.
TBD, n. (1) two bad deals (as a corollary to the principle that two bad deals are better than no good deal); (2) terril bumbling decisionmaking; (3) material omission in the contract that could invalidate the meeting of the minds and rend agreement unenforceable; (4) a problem for someone else to resolve; (5) part of the pre-signature horse-trading betwe executives of the enterprise customer and the service provider; (6) a diktat by the party having superior negotiating le• implemented just before signature.
Transactions.
Q: How do you know the typical vendor team in an outsourcing transaction?
A: You know them by the company they keep: by the hotel where they stay, by the rental vans they choose, and mostly by the places where they take customers for meals. Good teams normally “reside” at the client’s site, coming in from home offices around the country. (Did you know that rental vans make great conference rooms?) If this were a foreign country, they’d be taxable as having a “permanent establishment” (as the tax treaty says) for their perennial presence at the customer’s site.Q: Which Broadway song made due diligence respectable?
A: “Getting to know you, getting to know all about you.”
W
WAHA, n. (1) work-at-home-agent; (2) call center agent surrounded by friends. See also WAOA.
WAOA, n. (1) work-at-the-office-agent; (2) call center agent surrounded by cats and dogs. See WAHA.
Willful misconduct, n. (1) intentional breach of a process; (2) in contract development, actions to circumvent the gatekeepers, refusal to respond to direct questions on business terms, requesting an important change at the last minute; (3) not listening; (4) not responding; (5) a frolic.
WYSIWYG, n. (1) acronym for “what you say is what you get,” for which you could get slapped by the SEC for misspeaking as an insider; (2) acronym for “what you see is what you get,” formerly used to describe (generally unsatisfactory) computer graphical user interfaces.
U
Utility Computing, n. Data processing as a continuum of generation, transmission and distribution of e-business services. In the hands of free-traders, a form of capitalist free enterprise in which providers can enhance “utility” computing market efficiency through direct services (with zero-latency scalability) or indirectly (by legal and financial engineering, such as futures contracts and securitization). In the hands of regulators, “utility” computing is a yoke for social politics, including environmental controls over the customer and the provider, redistribution of benefits to socially disadvantaged, bureaucratic regulation and an annuity for cost accountants, lawyers and consumer advocates.
V
Valid, adj. (1) permitted by Law, (2) not invalid till adjudicated as invalid.
Vaporsourcing, n. (1) the promise of innovation in commodity service at agreed commodity pricing beyond continuous process improvement at guaranteed declining resource utilization rates; (2) sales technique for an early transition, depending on recruitment, training and management of “resources” promised to appear from thin air; (3) modern mythology.
Y
The “Yukos Tax Savings” Clause, n. (1) the contractual and legal commitment of every service provider to pay all taxes due on its conduct of business for its own account; (2) the right of every sovereign nation to nationalize a taxpayer by declaring a tax liability in excess of gross revenue, foreclosing on inflated tax liens, incarcerating executives and harassing their defense lawyers, auctioning the foreclosed assets to a small “unknown” company and then acquiring the small unknown company after the acquisition for under one third of the fair market value of the assets, (3) the bankrupt protection, as a clause implied by law, by a court in Houston to deny the validity of such auction, thereby saving corporate assets from nationalization, (4) the insurable event of creeping or actual expropriation or nationalization; (5) a special “Yukos-like” event of default in an outsourcing contract; (6) a form of identity theft practiced in Russia.