Reviewing an exit and transition clause

An exit clause decides whether a customer can leave a supplier without losing the service, the data and the knowledge the supplier holds, and whether a supplier can leave a customer without being held to work for free. It is negotiated at the start of the relationship and used at the end of it. A contract with no exit provisions leaves the customer dependent on the outgoing supplier's goodwill; one with them leaves the supplier with obligations that outlast the charges. I review the clause from whichever side instructs me and return it marked up with a written explanation of what happens on exit, what is missing, and the changes the other side will accept, for a fixed fee of £495 in three working days.

Who this is for

Customers of IT, SaaS, outsourcing, facilities, payroll, logistics and other services in England and Wales that will one day change supplier, and suppliers asked to commit to exit assistance, whether the clause is a schedule to a master agreement or a paragraph in the termination clause. Both parties are businesses.

What to look for in an exit and transition clause

The exit plan: written before it is needed

The clause should require an exit plan, prepared by the supplier within a period after the contract starts, updated annually, and setting out the steps, the timetable and the resources needed to transfer the service to the customer or a successor. The review checks that the plan is an obligation with a date, that the customer approves it, and that it covers data, documentation, configurations, credentials, third-party contracts and staff, so that the exit can be run from a document rather than negotiated during a dispute.

The transition period, the services during it and the charges

The customer needs the services to continue during the transition, for a period after termination and at the contract rates, and the supplier needs to be paid. The review asks for a stated transition period that the customer can extend, for the services and service levels to continue during it, for exit assistance beyond the normal services to be at stated rates, and for the charges during transition to be payable on the normal terms with interest under the Late Payment of Commercial Debts (Interest) Act 1998, so that a supplier is not asked to work for nothing and a customer is not held to ransom.

Data, documentation, configurations and the customer's materials

The supplier holds the customer's data, and the clause should require its return in a usable format, on request during the term and on exit, with a period during which it remains available, and its deletion afterwards with confirmation, which is what Article 28 of the UK GDPR and the Data Protection Act 2018 require of a processor. The review adds documentation, configurations, scripts, workflows and credentials to the list, and checks who owns bespoke developments and whether an assignment in writing under section 90 of the Copyright, Designs and Patents Act 1988 or a licence is needed for the customer to keep using them.

Staff who transfer and the information the successor needs

Where the service is dedicated to the customer, the supplier's staff may transfer to the successor or to the customer as a service provision change under regulation 3 of the Transfer of Undertakings (Protection of Employment) Regulations 2006, and the outgoing supplier must provide employee liability information under regulation 11. The review checks that the clause requires the supplier to provide anonymised staff information during the re-tender so that a successor can price the service, that it allocates liabilities for the transferring staff, and that the supplier will not reorganise its staff before exit to affect who transfers.

Licences, assets, sub-contracts and the successor's cooperation

The service depends on software licences, equipment and sub-contracts in the supplier's name, and the clause should require the supplier to transfer or novate those the customer paid for, to procure that licensors and sub-contractors will contract with the successor on equivalent terms, and to cooperate with the successor, including access to knowledge and staff for knowledge transfer. The review checks the third-party consents the supplier needs to obtain in advance and asks for a knowledge transfer obligation with a stated number of days.

Exit on the supplier's breach, insolvency or refusal to cooperate

Exit provisions are most needed when the relationship has failed, and the clause should apply whatever the reason for termination, with the supplier's obligations continuing even if the customer terminated for the supplier's breach. The review checks that exit assistance is not conditional on payment of disputed sums, that the customer has a step-in or self-help right if the supplier refuses to cooperate, that source code escrow or a data copy held outside the supplier protects the customer against the supplier's insolvency, since section 233B of the Insolvency Act 1986 does not oblige an insolvent supplier to keep performing, and that the supplier's confidentiality and intellectual property protections survive the exit.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Complex review, £895. Heavily negotiated or unusually complex documents. Five working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

Our contract says nothing about what happens when we leave. What do we have?

Only the return of your property the general law requires and whatever the supplier is willing to do. The review drafts the exit provisions to add: an exit plan, a transition period at the contract rates, data return and deletion, knowledge transfer and cooperation with your successor.

The supplier says it will only help with exit if we pay all outstanding invoices, including the disputed ones. Can it do that?

If the clause makes exit assistance conditional on payment, yes. The review asks for exit assistance to continue while disputed sums are resolved, for undisputed sums to be paid on the normal terms, and for a self-help right if the supplier refuses.

We are the supplier. How long do we have to provide exit assistance for?

For the period the clause states, and the review asks for a stated maximum, for the customer to be able to extend it only on notice and at the contract rates, and for assistance beyond the normal services to be charged at agreed rates, so that the obligation has an end and a price.

Related guidance and services

• Contract review, £495, the service this page describes
• SaaS and technology contracts, £995
• Data protection agreements and privacy terms, £795
• Reviewing a step-in rights clause
• Reviewing an IT outsourcing agreement

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.