In Practice: The Other Side of the Table | Lesson 13: Exit Rights and the Leave Test

Somebody in the approval meeting will say that you can always switch later. It is usually said to close down a risk discussion, it usually works, and in most organizations it has never once been tested.

Eleven months to leave

Composite from a few operations-heavy deployments: a rail and freight operator, maintenance scheduling and incident triage across a large asset base.

Two years in they decided to move, for reasons that were mostly commercial and entirely reasonable. Illustratively, the migration took about eleven months and consumed roughly three times the annual license in internal effort.

The vendor did not obstruct. The data came out in a week, in a clean format, exactly as the contract said it would.

What did not come out was two years of accumulated fit. The thresholds somebody had tuned in month four. The exception rules that had grown to cover the seventeen situations the original design had not anticipated. The routing logic that assumed one product’s way of scoring severity. Most of it lived in a configuration interface, none of it was documented, and the two people who understood why it was set that way had both moved on.

The data was portable. The knowledge was not, and nobody had ever counted it as an asset.

What actually holds you

Roughly in order of how hard each is to move, which is close to the reverse of how much attention each gets in a contract negotiation.

  • Tuning and configuration. Thresholds, prompts, rules, weightings. Lives in a screen, rarely documented, exportable in no meaningful sense even when the vendor cooperates fully.
  • The shape of the work. Your process quietly reorganized itself around the product’s assumptions. Undoing that is a change program, not a migration.
  • Derived artifacts. The evaluation set, the corrections your users made over two years, the labeled examples. Often the most valuable thing you created during the contract, and often not clearly established as yours.
  • Integration surface. Connectors, identity pattern, reporting. Real work, but at least it is visible work that somebody can estimate.
  • Raw data. The thing everybody negotiates hardest for, and the least of the five.

The leave test

Before signature, write one page answering four things.

What we would get back, in what format, in how long. What we would have to rebuild rather than move. Who understands the configuration and whether that understanding exists anywhere outside their head. And what we would run on while we migrated, because the answer is rarely nothing.

Then do the version almost nobody does. During the pilot, ask for a full export of your data and your configuration, and time it.

A vendor who produces a clean export in a week is telling you something true about how they think about customers. A vendor who needs a professional services engagement to answer the request is telling you something else, equally true, and much better learned in week six of a pilot than in month twenty-six of a contract.

It also has a useful side effect. Asking during the pilot is a neutral, technical request. Asking during contract negotiation reads as distrust and gets handled by a different department.

What to write down

Four terms, in decreasing order of how easily you will get them: export format and timeframe stated explicitly rather than on request; ownership of derived artifacts established as yours; configuration included in what is exportable; and a transition assistance period at rates agreed now rather than at whatever they quote when you are leaving.

The third is the one that gets waved through as a technicality and is the one the rail operator would have wanted most.

Some of this is fine

Worth saying plainly: a product you cannot easily leave is often a product that has become genuinely useful. Deep fit and high switching cost are the same phenomenon viewed from two directions, and an organization that has embedded a tool into how work happens has usually got the value it paid for.

The goal is not zero switching cost. That would mean you never adopted anything properly.

The goal is knowing the number. A buyer who can say switching would take us about nine months and cost roughly this much can make a rational decision at renewal, including the decision to stay and pay more. A buyer who has never worked it out negotiates as though they could leave in the spring, then discovers in week two that they cannot, having already made a suggestion they now have to walk back.

One thing to do differently

During the pilot, request a full export of your data and your configuration, and time how long it takes to arrive.

You will learn more about your future switching cost from that one request than from the entire exit rights section of the contract, and you will learn it while you still have three vendors and no commitment.

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