{"id":4850,"date":"2024-10-16T09:36:47","date_gmt":"2024-10-16T07:36:47","guid":{"rendered":"https:\/\/djp-a9vm.1wp.site\/?p=4850"},"modified":"2026-10-19T19:05:15","modified_gmt":"2026-10-19T17:05:15","slug":"exit-plans-in-it-contracts","status":"publish","type":"post","link":"https:\/\/djp.pl\/en\/exit-plans-in-it-contracts\/","title":{"rendered":"Exit plans in IT contracts"},"content":{"rendered":"

Technology changes rapidly. As business and operational needs evolve, demand grows for development of existing technologies or new solutions. Yet switching to something newer, safer or more efficient may be difficult or impossible because of contractual arrangements, even when technically straightforward. This article explains how to make a smooth transition to a new IT solution.<\/strong><\/p>\n

Most readers probably know the saying that contracts are made for bad times. Lawyers do their utmost to protect clients, including providing a safe way out through termination or withdrawal, depending on the contract. Reasons for this \u201cdivorce\u201d range from unmet functional or performance requirements and security breaches to loss of trust. At first sight, termination should end cooperation: shake hands and go separate ways. IT contracts are different. Termination may be only the start of the problems.<\/p>\n

Suppose a company licenses a system for managing production and sales, including a customer relationship panel for placing and settling orders. It is supplied as Software as a Service (SaaS), with maintenance and support, particularly correction of reported errors. The company need not invest in infrastructure hosting the system and its data. Both are stored in the supplier\u2019s cloud. Both parties are happy.<\/p>\n

After two years, a new solution appears that outperforms the existing system in efficiency and functionality, and is cheaper. The company decides to change suppliers and terminates on the agreed notice. But what happens to all the data processed in the old system and stored on the supplier\u2019s infrastructure? A race against time and a search through the contract begin.<\/p>\n

An exit plan as part of an IT contract<\/h2>\n

When ending cooperation for any reason, the company should be confident it can move safely and smoothly to another system. The contract should therefore govern the exit: actions both parties<\/strong> must take on termination. The key word is migration<\/strong>, meaning safe data transfer to another system, or transfer of system and data to other infrastructure, while preserving operational continuity. The supplier\u2019s active participation should be agreed at the contracting stage.<\/p>\n

Preparing and conducting migration<\/h2>\n

First, during negotiations the parties should develop migration documentation<\/strong>, the exit plan, clearly describing the precise migration scenario.<\/p>\n

The first element should be security<\/strong>. Before any transfer, the supplier should conduct security tests<\/strong> to rule out data loss or corruption. Failed tests should oblige the supplier to correct problems within a strictly specified period.<\/p>\n

The supplier should also make backups<\/strong> before migration, independently of any ongoing backup duties during the contract, which are recommended. If a transfer error occurs, the company can restore its data. Loss or corruption can have disastrous consequences, particularly for a critical system: no customer data, no production management, no stock monitoring, and no way to place, verify or settle orders. In short, catastrophe.<\/p>\n

Another element is a description of the database structure and organisation<\/strong>. This enables proper preparation and helps the new supplier understand and upload the data into the new system.<\/p>\n

Then comes the core of the plan: the migration process<\/strong>. It should answer three questions: who, what and when? Before signing, the parties should establish responsibility for each action and its deadline.<\/p>\n

Completing the listed actions does not finish migration. Tests follow\u2014yes, again. After transfer, the company and new supplier should conduct acceptance tests<\/strong>, verifying success, correctness, completeness, integrity and security, and above all that no data was lost or corrupted.<\/p>\n

After successful tests, the company should accept the migration<\/strong>, confirming correct transfer and absence of associated errors. Signing an acceptance protocol confirming all exit plan duties have been properly performed should generally conclude cooperation. Only then should the company consider itself separated from the supplier.<\/p>\n

The supplier\u2019s duties and migration costs<\/h2>\n

The scenario belongs in an appropriate contractual annex. The agreement itself should clearly require the supplier to enable, participate in and support transfer of all data to another system chosen by the company under the exit plan. It should also require cooperation with any third party the company designates, such as the new supplier, and provision of all information, instructions and system documents needed for smooth, safe transfer. Migration usually involves one party exporting data and another receiving it and loading it into a different system.<\/p>\n

The supplier\u2019s migration remuneration should also be agreed in advance. Unfortunately, contracts often say it \u201cwill be agreed through good-faith negotiations\u201d. What if no agreement is reached? Obtaining support will be difficult, and at best the company may receive a \u201cpackage\u201d of data in some format it cannot easily use. The same applies to the entire exit plan and test scenarios: agree them before signing.<\/p>\n

If the amount cannot be fixed at signing, a time-and-materials model is an alternative: hours or days spent multiplied by the contractual rate. Even then, a cap should be negotiated.<\/p>\n

When negotiating IT contracts, provide for divorce from the supplier, whether with or without fault. An effective, enforceable exit plan can save stress and, above all, money. This requires close cooperation between the apparently different worlds of law and IT. The lawyer can protect against technology lock-in and establish formal contractual transfer duties. The IT specialist oversees correctness, security and delivery from the operational and technical perspective.<\/p>\n","protected":false},"excerpt":{"rendered":"

Technology changes rapidly. As business and operational needs evolve, demand grows for development of existing technologies or new solutions. Yet switching to something newer, safer or more efficient may be difficult or impossible because of contractual arrangements, even when technically straightforward. This article explains how to make a smooth transition\u2026<\/p>\n","protected":false},"author":16,"featured_media":1832,"comment_status":"open","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"_seopress_titles_title":"","_seopress_titles_desc":"","_seopress_robots_index":"","_seopress_robots_follow":"","_seopress_robots_imageindex":"","_seopress_robots_snippet":"","_seopress_robots_primary_cat":"294","_seopress_robots_breadcrumbs":"","_seopress_robots_freeze_modified_date":"","_seopress_robots_custom_modified_date":"","_seopress_robots_canonical":"","_seopress_social_fb_title":"","_seopress_social_fb_desc":"","_seopress_social_fb_img":"","_seopress_social_fb_img_attachment_id":0,"_seopress_social_fb_img_width":0,"_seopress_social_fb_img_height":0,"_seopress_social_twitter_title":"","_seopress_social_twitter_desc":"","_seopress_social_twitter_img":"","_seopress_social_twitter_img_attachment_id":0,"_seopress_social_twitter_img_width":0,"_seopress_social_twitter_img_height":0,"_seopress_redirections_value":"","_seopress_redirections_enabled":"","_seopress_redirections_enabled_regex":"","_seopress_redirections_logged_status":"","_seopress_redirections_param":"","_seopress_redirections_type":0,"_seopress_analysis_target_kw":"","_seopress_news_disabled":"","_seopress_video_disabled":"","_seopress_video":[],"_seopress_pro_schemas_manual":[],"_seopress_pro_rich_snippets_disable_all":"","_seopress_pro_rich_snippets_disable":[],"_seopress_pro_schemas":[],"iawp_total_views":0,"_djp_featured_image_mode":"full","footnotes":""},"categories":[{"term_id":294,"name":"Articles","slug":"articles-en","term_group":0,"term_taxonomy_id":294,"taxonomy":"category","description":"","parent":0,"count":100,"filter":"raw","cat_ID":294,"category_count":100,"category_description":"","cat_name":"Articles","category_nicename":"articles-en","category_parent":0},{"term_id":291,"name":"General","slug":"general-en","term_group":0,"term_taxonomy_id":291,"taxonomy":"category","description":"","parent":0,"count":153,"filter":"raw","cat_ID":291,"category_count":153,"category_description":"","cat_name":"General","category_nicename":"general-en","category_parent":0},{"term_id":299,"name":"Technology","slug":"technology-en","term_group":0,"term_taxonomy_id":299,"taxonomy":"category","description":"","parent":0,"count":17,"filter":"raw","cat_ID":299,"category_count":17,"category_description":"","cat_name":"Technology","category_nicename":"technology-en","category_parent":0}],"tags":[323,324,325],"djp_center":[],"coauthors":[241],"class_list":["post-4850","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-articles-en","category-general-en","category-technology-en","tag-exit-plan-en","tag-it-en","tag-migration-en"],"acf":{"djp_promote_now":false,"djp_promotion_days":7},"images":{"thumbnail":"https:\/\/djp.pl\/wp-content\/uploads\/2024\/10\/arykul-BG-foto-16.10-scaled-1-150x150.jpg","medium":"https:\/\/djp.pl\/wp-content\/uploads\/2024\/10\/arykul-BG-foto-16.10-scaled-1-300x200.jpg","medium_large":"https:\/\/djp.pl\/wp-content\/uploads\/2024\/10\/arykul-BG-foto-16.10-scaled-1-768x512.jpg","large":"https:\/\/djp.pl\/wp-content\/uploads\/2024\/10\/arykul-BG-foto-16.10-scaled-1-1024x683.jpg","full":"https:\/\/djp.pl\/wp-content\/uploads\/2024\/10\/arykul-BG-foto-16.10-scaled-1-djp-web.webp"},"_links":{"self":[{"href":"https:\/\/djp.pl\/en\/wp-json\/wp\/v2\/posts\/4850","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/djp.pl\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/djp.pl\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/djp.pl\/en\/wp-json\/wp\/v2\/users\/16"}],"replies":[{"embeddable":true,"href":"https:\/\/djp.pl\/en\/wp-json\/wp\/v2\/comments?post=4850"}],"version-history":[{"count":2,"href":"https:\/\/djp.pl\/en\/wp-json\/wp\/v2\/posts\/4850\/revisions"}],"predecessor-version":[{"id":5498,"href":"https:\/\/djp.pl\/en\/wp-json\/wp\/v2\/posts\/4850\/revisions\/5498"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/djp.pl\/en\/wp-json\/wp\/v2\/media\/1832"}],"wp:attachment":[{"href":"https:\/\/djp.pl\/en\/wp-json\/wp\/v2\/media?parent=4850"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/djp.pl\/en\/wp-json\/wp\/v2\/categories?post=4850"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/djp.pl\/en\/wp-json\/wp\/v2\/tags?post=4850"},{"taxonomy":"djp_center","embeddable":true,"href":"https:\/\/djp.pl\/en\/wp-json\/wp\/v2\/djp_center?post=4850"},{"taxonomy":"author","embeddable":true,"href":"https:\/\/djp.pl\/en\/wp-json\/wp\/v2\/coauthors?post=4850"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}