Secondary Blocks

Exit plan

This guide explains the different parts that make up the exit plan block.


Exit plan

An exit plan block serves as a strategic roadmap during the termination or winding down of an agreement between two entities, often between a service provider and a customer. Its purpose is to ensure a smooth, orderly, and efficient transition process when the relationship concludes.

It outlines the roles and responsibilities of both parties, the steps and tasks that need to be performed, timeline for execution, handling of intellectual property rights, and terms for confidentiality, among other things. Essentially, an exit plan is designed to mitigate potential disruptions or adverse effects of termination on both parties, and ensure that services can be transferred seamlessly to a new provider or managed by the customer themselves. It’s a key part of risk management and contract governance, offering a proactive solution for potential termination scenarios.


Reasonable assistance

This part creates the obligation to provide reasonable assistance on termination of the contract. Suppose an IT company (Provider) is handling the cloud infrastructure for a retail business (Customer). If the retail business decides to end the agreement, the IT company is required to help the retail business transition to a new IT service provider or manage the services on their own. This assistance should continue for a specified number of days after the termination of the agreement. This assistance should comply with all the agreement’s requirements unless otherwise stated in the Exit Plan.

Exit plan

This part creates the obligation to create an Exit Plan. The IT company should help the retail business develop an exit plan, which outlines tasks, timeline, intellectual property rights, services description, confidentiality rights, and specifics of the wind-down process. For example, one task could be “Transfer of server access credentials to the Customer by the end of Week 1.”

Third-party agreements

This part deals with third-party contracts. For example, if the IT company uses third-party services to support its customer (e.g., a database management service), and the retail business needs to continue using this service, the IT company must help the retail business establish a direct relationship with this third-party. For example, the IT company could introduce the retail business to the database management service and facilitate their negotiation of a new contract.

Terms of the termination assistance

This part details the terms under which the support assistance must be provided. For example, the support the IT company offers to the retail business during the termination process should be comparable to the support it offers to similarly sized customers. If the retail business breached the agreement, like not paying the IT company, the company may require this breach to be remedied before offering any termination assistance. Also, if the retail business wants the IT company to directly provide the services to a new provider, they must ensure the new provider does not misuse any confidential information to gain a competitive advantage over the IT company.


This part ensures that even after the termination of the agreement, this article, which outlines the termination process and responsibilities, will continue to be valid. This is important because obligations, such as maintaining the confidentiality of information or transferring of rights, may extend beyond the duration of the main agreement.

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